Diversification with Globalization - Bombay Stock … Business Verticals driving the Company ahead A...

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ravita Ind

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Corporate Overview Statutory Section Financial Section

01 Gravita at a Glance 10Management Discussion &

Analysis66 Standalone Financials

03 Business Segments at a Glance 14 Directors’ Report 110 Consolidated Financials

04 Diversification 48 Corporate Governance Report

05 Globalization

06 Financial Highlights

08 Chairman’s Communique

Disclaimer

In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements

- written and oral – that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried

wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in

connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in

assumptions. The achievements of results are subject to risks, uncertainties, and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should

underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected. Readers should keep this in mind. We undertake no

obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Gravita at a Glance

Our Vision

To be the most valuable company in the recycling space globally.

Our Mission

To be amongst the top 5 global companies in recycling by 2023 through:

• Diversification• Sustainable Growth• Eco-friendly Technological Innovation• Value creation for all stakeholders

Core Values

• Fairness• Trust• Respect• Passion• Nurturing Relationship

GRAVITA

2

It has been an eventful decade for the

Company.

We improved our business efficiencies and

expanded our manufacturing presence

globally.

We innovated and explored new products for

diversified opportunities.

In simpler terms, we created a sustainable

platform for a steady and consistent growth.

We consistently followed our organization’s

growth objectives that led us to identify our

capabilities and competences. Our focus

and foresightedness has further allowed us

to create our own opportunities by the way

of identifying new and potentially profitable

areas of operation.

Diversificationwith Globalization

Annual Report 2015-2016

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Business Segmentsat a Glance

Gravita India Limited

MANUFACTURING

LEAD

TURNKEY SOLUTIONS

ALUMINIUM

TRADING

PET

{ }98,749Total Capacity (MTPA ) as on 31st March 2016

{ }59+Turnkey Porjects Executed

{ }9%Of Total Revenue

generated from Trading activities

{ } 11+Products Traded

{ }99.97%Level of purity in the

Products Manufactured

GRAVITA

4

DiversificationAs a part of our vision & mission to expand globally in

recycling space, we diversified from the Lead recycling

business and introduced Aluminium and PET recycling

to our existing manufacturing setup. This initiative

has de-risked our business operations and opened up

multiple earnings opportunities by offering new products

and solutions to our existing and new customers.

In year 2015 we started trading of Aluminium Scrap

by procuring it from various countries in Africa and

selling it in India with or with segregation process. It

was initiated to gain experience of technicalities involved

in procurement process and to establish supply chain for

its upcoming plants of Aluminium recycling.

Gravita also installed a plant of PET recycling having

capacity of 3,600 MTPA in Nicaragua, where it is

procuring PET bottle scrap locally and making PET

flakes as finished goods, which is being exported from

Nicaragua.

We further intend to enhance our share of speciality

business globally by setting up new units to cater to the

existing demand as well as the new demand arising out

of diversification.

The increasing contribution from our diversified business

combined with our improving global presence will

enable us to surpass market growth and ensure steady

cash flows. Thus, paving way for solid, steady and

sustainable organisational growth.

{ }3 Integrated Business Verticals driving the

Company ahead


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GlobalizationGravita has already bought land in Chittoor district of Andhra Pradesh, where in a plant of Lead and Aluminium recycling is under erection with capacity of 15,000 MTPA and 12,000 MTPA respectively. This plant will grab the opportunity of domestic scrap available with large telecom players i.e. Airtel, Vodafone etc. and UPS batteries from I.T. offices in and around southern markets by having long term contracts to collect their PAN India scrap in cost effective manner and by exporting the finished goods using the nearest Chennai port which in result will save the logistic cost of the company.

In addition, the company has plans to acquire land near Mundra port in Gandhidham, Gujarat, where in another plant of Lead, Aluminium and PET recycling is planned with total capacity of 28,000 MTPA. This plant is planned to reduce the logistic cost involved and reducing the working capital cycle by import of scrap and export of finished goods using the same port.

Gravita is already having manufacturing facilities in Ghana, Senegal, Mozambique, Sri Lanka and Nicaragua for Lead and PET recycling and enjoying good profit margins by procuring the scrap locally and from nearby countries and exporting the finished goods from the respective country.

In order to further expand and to reap the benefit of low cost raw material available globally, now Gravita has plans to explore its footprints globally in USA, Jamaica, Bolivia, Costa Rica and Tanzania.

{ }10 Number of

Manufacturing Facilities

GRAVITA

6

268.

96

399.

58

517.

18

501.

29

431.

20

2011

-12

2012

-13

2013

-14

2014

-15

2015

-16

REVENUE

(` In Cr.)EBIDTA

(` In Cr.)

PROFIT AFTER TAX

(` In Cr.)

CASH PROFIT

(` In Cr.)

SURPLUS

REINVESTED

(` In Cr.)

15

.04

19

.04

21

.32

6.6

2

4.3

7

201

1-1

2

201

2-1

3

201

3-1

4

201

4-1

5

201

5-1

6

17.0

9

21.2

2

28.5

5

14.5

0

14.7

8

2011

-12

2012

-13

2013

-14

2014

-15

2015

-16

Financial Highlights

19

.28

35

.54

41

.39

18

.83

16

.03

201

1-1

2

201

2-1

3

201

3-1

4

201

4-1

5

201

5-1

6

8.7

1

12

.69

14

.98

4.7

5

2.6

8

201

1-1

2

201

2-1

3

201

3-1

4

201

4-1

5

201

5-1

6


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NET WORTH

(` In Cr.)

NET FIXED ASSETS

(` In Cr.)

2.21

2.79

3.13

0.97

0.64

2011

-12

2012

-13

2013

-14

2014

-15

2015

-16

EARNING PER SHARE

(` In Cr.)

REVENUE BY GEOGRAPHY

Africa, 0.39%

Asia, 71.12%

Europe, 6.65% America, 21.84%

Aluminium, 7.89%

Lead Alloy, 27.34%

Lead Value Added

Products, 2.10%

Other, 4.55%

PET Flakes, 0.11%

Refined Lead, 36.89%

Remelted Lead, 21.12%

REVENUE BY PRODUCTS

{ }Return on Assets in

2015-16

6.54%

86

.46

99

.39

11

1.7

4 11

8.0

6

11

9.1

6

201

1-1

2

201

2-1

3

201

3-1

4

201

4-1

5

201

5-1

6

33

.73

56

.43

66

.82

60

.02

69

.34

201

1-1

2

201

2-1

3

201

3-1

4

201

4-1

5

201

5-1

6 { }3.67%Return on Equity in

2015-16

GRAVITA

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Chairman’s Communique

It gives me immense pleasure to greet you all on the 24th year

of our journey towards excellence and sustained leadership.

On this momentous occasion, we reaffirm our commitment of

creating sustainable value for all our stakeholders including

shareholders, customers, banks, employees and the society at

large.

INDUSTRY OVERVIEWLike all other industry sectors, the Lead industry in India

has come a long way, with a commendable performance

and creditable achievements. India used to be largely import

-dependent for Lead in the sixties and seventies. Today, India

is a very significant producer of recycled Lead, purely from the

huge domestic generation of used Lead Acid Batteries.

The Financial Year 2015-16 was challenging year for the Lead

metal market. The Lead prices are market driven and depend

on multiple factors existing in local as well as in international

market. The price fluctutation in Global Lead Market hit the

industry unexpectedly. We overcame challenges that emerged

from the external environment in a manner that has made us

more future-ready than ever before. It tested our organizational

capability to counter headwinds. Ultimately our resilience

made us even more confident that we will always continue to

contribute positively to our stakeholders and to India’s long-term

progress. It has also been an eventful year for global business.

Global economic recovery was inconsistent across geographies

and major industries, such as metal and power sectors had

to cope with multiple challenges. Against the backdrop of

uncertainties, India remained a bright spot in the global

landscape. The country’s economic fundamentals are sound,

and the Government is determined to remove impediments

to economic development and social empowerment. In this

context, it is pertinent to mention that the ‘Make in India’

initiative has encouraged indigenous manufacturing expertise to

compete at a global scale. Such an initiative is expected to take

the share of manufacturing in the country’s GDP from around

16% to 25% by 2022.

The overall industry is undergoing rapid changes and it has

become essential to continuously refine and sharpen our

capabilities. While responding to these changes is imperative,

response capability alone will not be sufficient to generate long

Dear Shareholders,


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term sustainable value for stakeholders. Anticipation of the future shape of

the industry and taking steps today,

to rightly position the Company is

extremely important.

PERFORMANCE 2015-16At GRAVITA, we look beyond challenges

at the opportunities present, and apply

our abilities with focus and foresight.

That is exactly what we did during

the year. We optimized raw material

consumption through best-in-class

technology intervention; improved

cost competitiveness; managed

cash flows; focused on value-added

products to attract new customers;

adding new territories and aligned long-

term business strategies with diverse

stakeholder expectations. Such an

approach has enabled us to emerge as

one of the fastest growing secondary

Lead manufacturers in India and despite

of all internal as well as external factors

the company performed rationally well

and the revenues in current F.Y. stood

at ` 431.20 Crores as compared to `

501.29 Crores in last F.Y. The net Profit

of the Company stood at ` 4.37 Crores

in 2015-16 as compared to ` 6.62

Crores in 2014-15.

THE WAY FORWARDSo as to overcome with all situations

we set some standard for fighting

with the forces and factors of external

environment in front of us. Some of our

thoughts, which we considered duly to

stay in the market at the top:

The first is our financial stability: After the previous financial year, we

made lots of changes in our revenue

policy and we are looking forward

for a new future project only to cope

up with market conditions. But for

some years now we have again been

fully maneuverable with no financial

concerns and are stronger now than

almost ever before.

The second is our future vision: With a vision of Largest Recycler by

2023 the Company is going ahead

by diversifying its business into

same segment of recycling by adding

Aluminum and PET Recycling to its

existing manufacturing facilities. In

doing so, we have also expanded and

strengthened collaboration within and

throughout the corporation. We have

put in place dedicated raw material

sourcing teams to ensure steady

supply arrangements which will

ensure uninterrupted supply to our

manufacturing facilities. After all, this is

where our unique potential lies.

The third is our Research & Development capability: Our

Research & Development effort

continues to direct towards building

a strong and differentiated product

pipeline.

GROWTH DRIVERSWe expect Gravita to evolve as a

company with an interesting mix

diversified sectors with global presence,

persistently working for sustainable

environment across the world. This

evolution will entail taking multiple

initiatives, both organic and inorganic.

While not all of these initiatives may

give the desired results, we are gearing

up the Company to maximize the

odds of succeeding and minimize the

disruption due to failures.

In the long term, we are targeting

growth faster than the respective

markets in which we are present. Our

capable and committed employees will

be the key drivers of this growth.

NOTE OF APPRECIATIONOn behalf of the Board of Directors of

your Company, I wish to convey earnest

thanks to our valued Shareholders for

their continuous support and trust in

us. This motivation helps us to excel in

all our pursuits and constant endeavor

to create value for you. I would like to

thank my colleagues on the Board for

their valuable guidance and contribution

in steering the Company to higher levels

of achievement. Above all, I would like

to place on record the commendable

efforts and commitments shown by

our most valued resource, i.e. the

Human Resource of the Company as

our employees have always contributed

their best for the Company to set new

benchmarks. I thank you all once again

and offer my best wishes for a very gala

festive season ahead.

Warm Regards

Dr. Mahavir Prasad AgarwalChairman & Whole-Time Director

{ }3.72%EBIDTA margin in

2015-16

GRAVITA

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ManagementDiscussion & AnalysisEconomy Overview

In 2015, global economic activity remained subdued. Growth

in emerging market and developing economies while still

accounting for over 70 percent of global growth declined for

the fifth consecutive year, while a modest recovery continued

in advanced economies. Three key transitions continued to

influence the global outlook:

1. The gradual slowdown and rebalancing of economic

activity in China from investment and manufacturing

towards consumption and services,

2. Lower prices for energy and other commodities, and

3. A gradual tightening in monetary policy in the United

States in the context of a resilient U.S. recovery as several

other major advanced economy central banks continue to

ease monetary policy.

Overall growth in China is evolving broadly as envisaged, but

with a faster-than-expected slowdown in imports and exports,

in part reflecting weaker investment and manufacturing

activity. These developments, together with market concerns

about the future performance of the Chinese economy, are

having spillovers to other economies through trade channels

and weaker commodity prices, as well as through diminishing

confidence and increasing volatility in financial markets.

Manufacturing activity and trade remain weak globally,

reflecting not only developments in China, but also subdued

global demand and investment more broadly-notably a decline

in investment in extractive industries. In addition, the dramatic

decline in imports in a number of emerging market and

developing economies in economic distress is also weighing

heavily on global trade.

The world economy will grow at 3.5% in 2017, IMF said,

lowering its earlier projection by 0.1 percentage points. In

advanced economies, a modest and uneven recovery is expected

to continue, with a gradual further narrowing of output gaps.

The picture for emerging market and developing economies

is diverse but in many cases challenging. The slowdown

and rebalancing of the Chinese economy, lower commodity

prices and strains in some large emerging market economies

will continue to weigh on growth prospects in 2016–17. The

projected pickup in growth in the next two years despite the

ongoing slowdown in China primarily reflects forecasts of a

gradual improvement of growth rates in countries currently in

economic distress, notably Brazil, Russia, and some countries

in the Middle East, though even this projected partial recovery

could be frustrated by new economic or political shocks.

Indian Economy Overview

India has emerged as the fastest growing major economy in

the world as per the Central Statistics Organization (CSO) and

International Monetary Fund (IMF). According to the Economic

Survey 2015-16, the Indian economy will continue to grow

more than 7 per cent in 2016-17.

Currently, the manufacturing sector in India contributes over

15 per cent of the GDP. The Government of India, under

the “Make in India” initiative, is trying to give boost to the

contribution made by the manufacturing sector and aims to

take it up to 25 per cent of the GDP.

Current account deficit is estimated to be around 1.5 per cent

of the GDP in the current fiscal, helped by sharp fall in oil

prices even as gold imports rose in the past few months. Gold

imports spiked in the month of March and remained elevated

in April owing to regulatory relaxations and festival demand.

Industry Overview

Global Lead Industry

There’s no denying that F.Y. 2015-16 has been a tough year

for base and precious metals alike. And as with most other

commodities, Lead prices have seen quite a drop this year,

falling 17 percent, to $0.76 per pound. China is a crucial

dynamic in most commodity markets, and Lead is no exception.

The demand side of things isn’t looking much better going into

2016. The largest end-use sector for Lead, the E-bike market,

is close to saturated, and the market hasn’t found a fresh area

of demand to support consumption growth.

Both its domestic market and its trade with the rest of the

world will continue to have a profound impact on the world

of Lead. But we should not become too ‘China-centric’ - the

‘rest of the world’ still has an important role to play in shaping

Lead’s future.

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The global Lead market is estimated to reach 12.5 million

Metric tons by 2017 and 14 million Metric tons by 2020.

The growth rate is estimated at a CAGR of 2-3% during next

three years.

The growth of developed markets will be driven by the US,

Japan and few European markets like Germany, France and

the UK. China being largest market of Lead is showing either

neutral trend or slight growth. Modest projected growth in

consumption and slower replacement market brings new

challenges for the industry.

The key growth drivers for the global Lead industry are the

following:

1. Rising share of emerging economies in global GDP.

2. Vehicle population and rising vehicle scrappage rate.

3. Urbanization trend in emerging markets like India, China

and other BRIC nations.

Global Lead Acid Battery (LAB)Lead Acid Batteries are the largest driver of growth globally

and take a much bigger market share. Lead Acid Battery will

account for over 5% of the incremental growth between 2016

and 2020. Key drivers for demand include:

1. Increase in scrap rate of vehicles.

2. Usage of Lead Acid Battery in other than automobile

segment like energy storage devices for telecommunication

segment and non-conventional energy segment.

3. Increasing disposable income in emerging markets leads

to increase in vehicle populations.

Indian Lead Industry

India’s Lead market accounts for about 10% of the global Lead

industry in volume terms. It is the fourth largest market among

Lead markets after China, USA and South Korea. The market

is estimated to grow at 8-12% CAGR during 2016 – 2020.

The key drivers of growth include:

1. Rising vehicle population.

2. Rising Urbanization trend and disposable income.

3. Increasing usage of energy storage applications.

Industry Challenges

The key challenges for the Indian Lead industry include the

following:

1. Lack of exclusive policy for recycling industry which

includes proper scrap collection centers, formal

organized industry structure and proper implementation

of environmental compliances.

2. Competition with unorganized sector.

3. Technological upgradation and skilled manpower.

Aluminium:

The last quarter of F.Y. 15-16, heightened risk awareness

which led to dumping of commodities across the world. The

resultant rise in US$, coupled with surging Chinese exports

following slowing demand growth in China resulted in a sharp

decline in LME, which dropped sharply by almost 10%.

Aluminium prices on LME have declined quite sharply over

the last few months due to confluence of many factors such

as heightened risk averseness, European region uncertainty

related to Greece, slowing demand growth from China and

rising exports from it.

Global demand for Aluminium has historically tended to

outperform that for other metals. The weak price performance

in some of the recent years has been more due to supply side

developments than any issues with demand. In 2014, global

Aluminium consumption rose 5.5% YoY, the fastest pace in

three years, despite the slowdown in Chinese consumption

growth to around 8%.

China accounted for 44% of global primary Aluminium

consumption in 2014, up from 23% in 2005. As the country

continues to develop towards a more consumer-focused

economy, Aluminium consumption is expected to become

more consumer-driven. Aluminium consumption in the USA

has recovered well since the financial crisis, rising by over

a third in the five years to 2014. However consumption still

remains 20% below pre-crisis peak levels. European demand

has struggled to grow in recent years, as it has been affected

by the ongoing economic slowdown.

Indian Aluminium demand rose by 38% in the five years to

2014. India is currently the world’s fifth-largest consumer of

Aluminium, behind China, the USA, Japan and Germany,

GRAVITA

12

and it is expected that the strong demand fundamentals have

potential to elevate the country to the No. 3 position by 2017.

Aluminium Scrap and Recycling:

The energy consumed in recycling of Aluminium scrap

is much lower than primary Aluminium production. The

recycling efforts also helps in preserving vital natural resource

i.e. bauxite for future generation, reduces fluoride emissions,

prevents solid waste, brings efficiency in scrap handling, in

eliminating fire hazards. While secondary Aluminium industry

constitutes 40% of the total consumption of the metal in

developed industry, in India there is huge gap in terms efforts,

technological inputs, stakeholders contribution to achieve

global benchmarks and the percentage achieved in recycling

metal in nearly 20% of total consumption. Countries like Japan

have in reality stopped importing the Aluminium metal as a

primary source and it must inspire other countries as well for

emulating. The Aluminium industry in India is making great

strides to compete globally in terms of recycling. The case study

attempts to identify the efforts for organized scrap processing,

improved understanding between recycler & consumer, gearing

to meet the projected growth of 20% in automobile industry ,

adoption of newer technologies, improved quality and Increase

awareness of safety & environmental sustainability. The

challenge of economic, ecological and social sustainability is

there for all countries and industries. The Aluminium industry

must fulfill the commitment of ensuring competitive advantage

and concurrently more sustainable global economy of the

future.

Lead Prices- An Insight

ILZSG anticipates that global demand for refined Lead metal

will rise by 2% to 10.83 million tonnes in 2016. In China,

increased usage in the automotive and telecommunications

sectors will be partially balanced by a reduction in demand

in the e-bike market resulting from slower sales growth and

increased competition from lithium-ion batteries. European

demand is forecast to grow by 3.5% mainly due to anticipated

rises in the Czech Republic, Italy, Spain and the United

Kingdom. After falling by 5.2% in 2015, a partial 1% recovery

is anticipated in the United States. Growth is also forecast in

India, Indonesia, Japan, Thailand and Turkey.

Aluminium Prices-An Insight

The US demand is expected to remain strong growing at

a CAGR of 4-5% over next few years. Western Europe is

expected to grow moderately amidst economic uncertainty.

The Aluminium demand is expected to grow at around 2.5%

Chinese supply is expected to continue to impact Rest of the

World demand-supply dynamics adversely, though China

has announced production cuts but as market improves

the smelters will restart. However in long term, overall the

demand supply scenario for primary Aluminium globally

looks encouraging as demand continues to be robust with

expectations of around 6% growth.

The global Aluminium demand will continue its growth

at a healthy 5.7% during 2016 to 59.6 million tonnes or

by another 3 million tones as a result of a strong demand

growth in North America, Europe and Asia. Chinese growth is

expected to continue to be strong at 7% YoY in 2016 to 31

million tonnes.

Company Overview

Gravita India LimitedGravita India Ltd. is a leading global secondary metal and

India’s largest secondary metal producing company. A vertically

integrated business, economies of scale and a diversified team

of professionals enable it to deliver quality products globally.

It provides diversified product range for variety of application

and trusted by customers in over 50 countries, globally. Above

50% revenue flows from overseas market.

Long –Term Growth Strategies

Gravita India Ltd. focuses on building a sustainable business

model for driving the long-term growth of the organization. The

model encompasses four most-critical business aspects, which

can be continuously streamlined to achieve higher efficiencies:

Creating sustainable revenue streams

• Enhancing share of speciality business globally

• Achieving differentiation by focusing on customized

products

• Focusing on key markets

• Improvising speed to market

• Ensuring sustained compliance with global regulatory

standards

Business development• Using business diversification to bridge critical capability

gaps

• Focusing on specialized products, technology and market

presence

• Focusing on payback timelines

Cost leadership

• Vertically integrated operations

• Optimized operational costs

Balance profitability and investments for future• Increasing contribution of diversified business

• Future investments directed towards “Niche” markets

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Brief analysis of Financial Statements of 2015-16 • Gross revenue stood at ̀ 431.20 Crores against ̀ 501.29

Crores

• EBIDTA plunged by 15% from ` 18.83 Crores to ` 16.03

Crores

• Net profit declined by 34% from ` 6.62 Crores to ` 4.37

Crores

Human ResourceWe recognize that our human capital drives the Company’s

customer-driven business model. Therefore, we continuously

strive to attract and retain the best talent from the local markets.

Apart from having a robust performance management

system, we strive to create an inspiring and rewarding work

environment. Our employees’ skills are constantly upgraded

through a variety of training programmes and internal

opportunities which increase work based knowledge and

efficiencies. As on 31st March, 2016 company has strength of

511 (Five Hundred Eleven only) permanent employees.

Internal Control SystemsWe have established a proper system of internal controls and

procedures that are compatible with the size of our operations

and business. A firm of Chartered Accountants regularly

conducts internal audits of our operations, establishments,

and stockyards on a quarterly basis, with a view to ensure that

these systems are properly adhered to. The Audit Committee

reviews the reports of the Internal Auditors and monitors the

effectiveness and operational efficiency of these internal control

systems. The Audit Committee gives valuable suggestions

from time to time for improvement of the Company’s business

processes, systems and internal controls. The annual internal

audit plans are prepared by Internal Auditors in consultation

with the Audit Committee and the audit is conducted in

accordance with this plan.

Revenue by geography

Key components as a percentage of gross revenue

55%

45%

Share of Total Revenue [2014-15]

Export Domestic

58%

42%

Share of Total Revenue [2015-16]

Export Domestic

82.99%

5.70%

2.43%

2.94%

2.22%

2015-16

Raw Material Employee Cost

Manufacturing Cost Administrative Expenses

Selling & Distribution Expenses

84.82%

5.02%

2.03%

2.37%

2.01%

2014-15

Raw Material Employee Cost

Manufacturing Cost Administrative Expenses

Selling & Distribution Expenses

GRAVITA

14

Directors’Report

To

The Members of

Gravita India Lmited

We are delighted to present on behalf of Board of Directors of the Company, the 24th Annual Report of the Company along with

Audited Financial Statements for the year ended 31st March, 2016.

CONSOLIDATED FINANCIAL PERFORMANCE

Particulars Amount (` in Lacs)

2015-16 2014-15

Total Revenue 43,119.58 50,128.54

Total Expenditure 41,516.62 48,245.43

Profit Before Interest, Depreciation and Tax (EBITDA) 1,602.96 1,883.11

Add: Other Income 420.48 463.27

Less: Interest 756.86 987.69

Less: Depreciation 670.91 636.25

Profit Before Tax 595.67 722.44

Profit from Ordinary Activities Before Tax 595.67 722.44

Less: Provisions for Taxation Including Deferred Tax 47.60 (236.03)

Profit After Tax (PAT) 548.07 958.47

Share in Profit of Associates 0.22 2.26

Less: Minority Share in Profit & Loss 111.26 298.87

Profit Available for Appropriation 437.03 661.86

APPROPRIATION:

Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible

fixed assets- 22.93

Proposed for Dividend 136.83 136.51

Corporate Tax on Dividend 32.44 27.42

Balance Carried to Balance Sheet 267.76 475.00

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1. Performance at a GlanceDuring F.Y. 2015-16 the International Commodity Market

has seen downward trend which was largely due to slow

down in Chinese Market. Although there was a slight

recovery in US market with respect to Lead commodity.

The International Lead prices have seen levels of below

$ 1600 and average of $ 1768 during the period.

The levels are around 14% down as compared to last

fiscal year. Financial Year 2015-16 proved to be full of

global economic uncertainties and disturbances in many

parts of the world. The industry was also affected by

currency fluctuations, sluggish demand, consumer down

trend and continued to be fraught with challenges. The

market expects the similar situation during F.Y. 2016-

17 with China maintaining about 50% share of global

Lead consumption. Infrastructure spending and strong

automotive sales globally are likely to boost the demand

of Lead in F.Y. 2016-17. Infrastructure and automobile

industries are the main demand drivers for Lead in India.

We have been consistently increasing our production

capabilities to make Gravita self-sufficient. Government’s

focus on ‘Make in India’, infrastructure development and

‘Smart Cities’ is expected to provide further impetus to

the Indian metal market in F.Y. 2016-17. Despite of all

odds and unfavorable market conditions, the Company

performed rationally well and the highlights of the

performance are as under:

Consolidated Results:• Consolidated Total Revenue stood at ` 431.20 crores

• Operating Profit before Interest, Depreciation and Tax

stood at ` 16.03 crores in financial year 2015-16 as

compared to ` 18.83 crores in previous year.

• Net Profit after Tax and Minority Interest during the year

stood at ` 4.37 crores.

• Earnings Per Share of the Company stood at ` 0.64 per

share having face value of ` 2 each.

• Cash Profit during the year stood at ` 14.78 crores.

Standalone Results:• Total Revenue stood at ` 353.84 crores as compared to

` 333.98 crores in the previous year.

• Operating Profit before Interest, Depreciation and Tax

stood at ` 8.86 crores in financial year 2015-16 as

compared to ` 5.85 crores in previous year.

• Net Profit after Tax during the year is reported at ` 3.27

crores as compared to last year’s PAT of ` 5.11 crores.

• Earnings Per Share of the Company stood at ` 0.48 per

share having face value of ` 2 each.

• Cash Profit during the year stood at ` 7.75 crores.

2. DividendThe Board of Directors of your Company has

recommended payment of final dividend @ 10 % (`

0.20 per equity share) amounting to ` 1.37 crores. The

dividend will be paid to members whose names appear

in the Register of Members as at the close of business

hours of 31st July 2016 and in respect of shares held in

dematerialized form it will be paid to members whose

names are furnished by National Securities Depository

Limited and Central Depository Services (India) Limited,

as beneficial owners as on that date. Futher, Company

has not transferred any amount to General Reserve.

3. Performance of Subsidiaries Companies and Firms

a. Gravita Infotech Limited (formerly known as Gravita Exim Limited), India: Gravita Infotech

Limited is a wholly-owned subsidiary of the Company.

Since inception this subsidiary was engaged in the

business of providing comprehensive turnkey solution

for cost effective Battery Recycling Process & plant with

environment friendly technology but from F.Y. 2013-

14 the company has ventured in the business of IT

Segment for providing facilities related to IT Software

and IT Solutions, Web Designing etc. Total revenue of

the Company for current financial year stood at ` 3.25

crores resulting in Net Loss of ` 0.49 crores.

b. Gravita Ghana Limited, Ghana: Gravita Ghana

Limited is a wholly-owned subsidiary of the Company.

The subsidiary is engaged in recycling of Lead Acid

Battery Scrap for producing Re-melted Lead Ingots,

PP Chips etc. During the year under review this plant

produced 3048 MT of Re-melted Lead Ingots and

delivered revenue of ` 36.36 crores coupled with Net

Loss of ` 0.62 crores.

c. Gravita Senegal SAU, Senegal: Gravita Senegal SAU

is a step down subsidiary of Gravita India Limited. The

subsidiary is engaged in recycling of Lead Acid Battery

Scrap for producing Re-melted Lead Ingots, PP Chips

etc. During the year under review this plant produced

1857 MT of Re-melted Lead Ingots and achieved a

Turnover of ` 25.00 crores coupled with Net Profit of

` 0.46 crores.

d. Gravita Mozambique LDA, Mozambique: Gravita

Mozambique LDA is a step down subsidiary of Gravita

India Limited and is engaged in the business of

Manufacture of Re-melted Lead & PP Chips. During the

year under review this subsidiary has produced 2494

GRAVITA

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MT of Re-melted Lead Ingots and achieved a Turnover of

` 34.77 crores against ` 29.68 crores in last year and

reported a Net Profit of ` 3.58 crores during the year.

e. Gravita Global Pte. Ltd, Singapore: Gravita Global

Pte. Ltd is a wholly owned subsidiary of the Company

and is based at Singapore which is engaged in the

trading business. During the year under review the

Company has been able to achieve a Turnover of ` 0.64

crores resulting in a Net Loss of ` 0.08 crores. During

the year under review this company acquired 3.62%

stake of Gravita Mozambique LDA, Mozambique from

Gravita Infotech Limited.

f. Gravita Netherlands B.V., Netherlands: Gravita

Netherlands B.V. is a step down subsidiary of Gravita

India Limited. It is investment subsidiary of the Company

and during the year under review this subsidiary achieved

Income of ` 5.51 crores out of which ` 4.72 crores

is derived from dividend income from other business

entities/subsidiaries of Gravita Netherlands B.V. During

the year under review this company acquired 96.38%

stake of Gravita Mozambique LDA, Mozambique from

Gravita India Limited.

g. Navam Lanka Ltd, Srilanka: Navam Lanka Limited

is a step down subsidiary of Gravita India Limited

operating in Sri Lanka for more than a decade. It is

the largest producer of Lead Ingots and PP Chips in Sri

Lanka. This subsidiary is engaged in recycling of Lead

Acid Battery Scrap, PP Chips/Granules & Refining &

Alloying of Lead Ingots to produce 99.97% Pure Lead

and Specific Alloys. During the year under review this

subsidiary produced 2548 MT of Re-melted Lead Ingots

and Refined Lead Ingots and achieved a Total Turnover

of ` 35.12 crores coupled with Net Profit after Tax of

` 2.32 crores.

h. M/s Gravita Metals, India: Gravita India Limited along

with its wholly owned subsidiary Gravita Infotech Limited

(formerly known as Gravita Exim Limited) holds 100%

share in this partnership firm. This firm is engaged in

manufacturing of Pure Lead and all kind of Lead Alloys

like Antimonial Lead Alloy, Calcium, Selenium, Copper,

Tin, Arsenic Lead Alloy etc. During the year under review

the operations of Gravita Metals remained at very low

level due to some excise duty issues. The topline of the

firm stood at ` 1.89 crores with a Net Loss of ` 0.16

crores.

i. M/s Gravita Metal Inc, India: Gravita India Limited

along with its wholly owned subsidiary Gravita Infotech

Limited (formerly known as Gravita Exim Limited)

holds 100% share in this partnership firm. This firm is

engaged in Manufacturing of Pure Lead and all kind of

Specific Lead Alloys. During the year under review the

unit produced 3577 MT of Re-melted Lead Ingots and

achieved a Turnover of ` 49.83 crores coupled with Net

Profit of ` 6.92 crores. This firm enjoys fiscal benefits of

J&K region.

j. Gravita Nicaragua S.A., Nicaragua: Gravita

Nicaragua S.A. is a step down subsidiary of the Company.

This subsidiary is engaged in recycling of PET waste

and having installed capacity of 3600 MTPA. During

the year under review subsidiary achieved Turnover of

` 7.72 crores coupled with Net Loss of ` 0.80 crores.

k. Gravita Infotech: Gravita India Limited together with

its subsidiary holds 100% share in this firm. This firm is

engaged in business of Information Technology. During

the year under review the Total Income of firm stood at `

0.17 crores with a Net Loss of ` 0.09 crores.

l. Other Subsidiaries

The Company has some other Subsidiaries/

Step Subsidiaries/LLP which are under process of

implementation of projects/commercial production. The

details of the same are given below:

• Noble Buildestate Private Limited

• Gravita Jamaica Limited

• Gravita Ventures Limited, Tanzania

• Gravita USA Inc.

• Recycling Infotech LLP

4. Sale/Disinvestment/Winding up/ Striking offDuring the year under review the Company has made an

application for de-registration of its step down subsidiary

Gravita Trinidad & Tobago Ltd, T&T due to lack of

operational ease in T&T. In addition the company has sold

its entire stake of 96.32% held in Gravita Mozambique

LDA to its step down subsidiary Gravita Netherlands B.V.

Further the company has also closed one of its stepdown

subsidiary viz. Gravita Mauritania SARL which was

incorporated during the year under review due to non-

availability of export license.

5. Disclosures under Companies Act, 2013a. Extract of Annual Return: The detail forming part

of extract of annual return is enclosed as Annexure-1.

b. Material Subsidiaries: In accordance with SEBI

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(Listing Obligations and Disclosure Requirements),

2015, the Company has formulated a policy for

determining material subsidiaries. The policy has been

uploaded on the website of the Company at http://www.gravitaindia.com/wp-content/uploads/pdf/material-subsidiaries-policy.pdf.

c. Number of Board Meetings: During the year under

review the Board of Directors of the company met 9

(nine) times. The details of the Board Meetings and the

attendance of the Directors are provided in Corporate

Governance Report. The intervening gap between the

meetings was within the period prescribed under the

Companies Act, 2013.

d. Committees of the Board: Details of all the

Committees including Audit Committee of Board

of Directors along with their terms of reference,

composition and meetings held during the year, is

provided in the Corporate Governance Report, and

forms integral part of this report.

e. Directors’ Responsibility Statement: Pursuant to

Section 134 of the Companies Act, 2013, the Directors

hereby confirm that:

• In the preparation of the Annual Accounts, the

applicable Accounting Standards have been

followed along with proper explanations relating to

material departures, if any;

• They have selected such Accounting Policies and

applied them consistently and made judgment and

estimates that are reasonable and prudent so as to

give a true and fair view of the state of affairs of the

company as at 31st March, 2016 and of the profit

and loss of the company for that period;

• To the best of their knowledge and information,

they have taken proper and sufficient care for the

maintenance of adequate accounting records in

accordance with the provisions of Companies Act,

2013 for safeguarding the assets of the Company

and for preventing and detecting fraud and other

irregularities;

• They have prepared the Annual Accounts on a

Going Concern basis;

• They have laid down internal financial controls to

be followed by the Company and that such internal

financial controls are adequate and are operating

effectively; and

• There is a proper system to ensure compliance with

the provisions of all applicable laws and that such

systems are adequate and operating effectively.

f. Independent Directors: The Company has received

declarations from all Independent Directors of the

Company confirming that they meet with the criteria

of independence, as prescribed under Section 149

of the Companies Act, 2013 and Regulation 16

(1) (b) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. The Independent

Directors have also confirmed that they have complied

with the Company’s Code of Conduct.

g. Vigil Mechanism: The Company is having an

established and effective mechanism called the Vigil

Mechanism. The mechanism under the Whistle

Blower Policy of the company has been appropriately

communicated within the organization. The purpose

of this Policy is to provide a framework to promote

responsible whistle blowing by employees. It protects

employees wishing to raise a concern about serious

irregularities, unethical behavior, actual or suspected

fraud within the Company.

h. Familiarisation Programme for Independent Directors: The Company conducts an introductory

familiarisation programme when a new Independent

Director joins the Board of the Company. New

Independent Directors are provided with copy of latest

Annual Report, the Company’s Code of Conduct, the

Company’s Code of Conduct for Prevention of Insider

Trading, to let them have an insight of the Company’s

present status and their regulatory requirements.

The induction comprises a detailed overview of the

business verticals of the Company and meetings with

business heads / senior leadership team and with the

Managing Director of the Company. During the year

under review Mrs. Chanchal Chadha Phadnis, who

joined Board on 24th March, 2015 as Independent

Director was given introductory familarisation

programme by providing basic documents of the

company, overview of company’s business, meetings

with functional heads and plant visit. The policy on

familiarisation programmes for Independent Directors

is posted on the website of the Company and can be

accessed through the folllowing link http://www.gravitaindia.com/wp-content/uploads/pdf/familarization-programme.pdf.

GRAVITA

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i. Remuneration Policy: The Company follows

a policy on remuneration of Directors and Senior

Management Employees. The policy is approved

by the Nomination & Remuneration Committee and

the Board. More detail on the same is given in the

Corporate Governance Report which forms part of

Annual Report 2015-16.

j. Board Evaluation: Pursuant to the provisions of the

Companies Act , 2013 and Regulation 17 (10) of SEBI

(Listing Obligations and Disclosure Requirements)

Regulations, 2015 , the Independent Directors carried

out an annual performance evaluation of its own

performance, the Directors individually as well

as the evaluation of the working of its Committees.

The performance of the Board is evaluated by each

individual Director as well as collectively by the Board

on the Annual Basis towards the end of the Financial

Year. The Board performance is evaluated on the basis

of number of Board and Committee meetings attended

by individual Director, participation of Director in the

affairs of the company, duties performed by each

Director, targets achieved by company during the

year. The Board further discusses the areas where the

performance is not up to the desired level.

k. Internal Financial Controls: The Company has

in place adequate internal financial controls with

reference to financial statements. During the year,

such controls were tested and no reportable material

weakness in the design or operation were observed.

l. Related Party Transactions: All Related Party

Transactions that were entered into during the

financial year were on an arm’s length basis and were

in the ordinary course of business. However, material

transactions entered into with Related Parties in the

ordinary course of business and on arm’s length basis

are disclosed in the form AOC-2 as Annexure-2 in

terms of provisions of Rule 8 (2) of the Companies

(Accounts) Rules, 2014 which forms part of this

report. There are no materially significant Related

Party Transactions made by the Company with

Promoters, Directors, Key Managerial Personnel or

other designated persons which may have a potential

conflict with the interest of the Company at large.

All Related Party Transactions are placed before the

Audit Committee and Board for approval. Prior omnibus

approval of the Audit Committee is obtained for the

transactions which are of a foreseen and repetitive

nature. The transactions entered into pursuant

to the omnibus approval so granted are audited

and a statement giving details of all Related Party

Transactions is placed before the Audit Committee and

the Board of Directors for their approval on a quarterly

basis. The policy on Related Party Transactions as

approved by the Board is available on the Company’s

website.

m. Corporate Social Responsibility (CSR): The

Corporate Social Responsibility Committee (CSR

Committee) has formulated and recommended to

the Board, a Corporate Social Responsibility Policy

(CSR Policy) indicating the activities to be undertaken

by the Company, which has been approved by the

Board. The details about Committee composition and

terms of reference of Committee are given in Corporate

Governance Report and forms integral part of this

report. A CSR Report on activities undertaken by the

company and amount spent on them is attached as

Annexure-3

n. Risk Management: The Company has developed a

very comprehensive risk management policy under

which all key risks and mitigation plans are compiled

into a Risk Matrix. The same is reviewed quarterly by

senior management and periodically also by the Board

of Directors. The Risk Matrix contains the Company’s

assessment of impact and probability of each

significant risk and mitigation steps taken or planned.

For a detailed risk management policy please refer

the website link http://www.gravitaindia.com/wp-content/uploads/pdf/risk-management-policy.pdf.

o. Material Changes and Commitments Affecting Financial Position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: No material

changes and commitments have occurred after the

close of the year till the date of this Report, which

affect the financial position of the Company.

6. Corporate GovernanceCorporate Governance is a continuous process at Gravita

India Limited. It is about commitment to values and ethical

business conduct. Systems, policies and frameworks are

regularly upgraded to effectively meet the challenges of

rapid growth in a dynamic external business environment.

Being a Listed Corporate entity, our Company is committed

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to sound corporate practices based on openness, fairness,

professionalism and accountability paving the way

in building confidence among all its stakeholders for

achieving sustainable long term growth and profitability.

A detailed Corporate Governance Report and a certificate

from M/s P. Pincha & Associates, Practicing Company

Secretaries, Jaipur regarding compliance with conditions

of Corporate Governance as required under SEBI (LODR)

Regulations, 2015 are attached and forms an integral part

of this report. Further, a certificate of CEO/CFO, inter alia,

confirming the correctness of the Financial Statements,

compliance with Company’s Code of Conduct, adequacy

of the Internal Control measures and reporting of matters

to the Audit Committee is also attached and forms integral

part of this report.

7. Statutory AuditorAt the Annual General Meeting of the Company held

on 02nd August 2014, M/s Deloitte Haskins & Sells,

Chartered Accountants, were appointed as Statutory

Auditors of the Company to hold office till the conclusion

of the 27th Annual General Meeting. In terms of the first

proviso to Section 139 of the Companies Act, 2013, the

appointment of the auditors shall be placed for ratification

at every Annual General Meeting. Accordingly, based

on recommendation of Audit Committee and Board of

Directors, the appointment of M/s Deloitte Haskins &

Sells, Chartered Accountants, as Statutory Auditors of the

Company, is placed for ratification by the shareholders. In

this regard, the Company has received a certificate from

the auditors to the effect that if they are reappointed, it

would be in accordance with the provisions of Section

141 of the Companies Act, 2013.

Further, there are no qualifications or adverse remarks

in the Auditors’ Report which require any clarification/

explanation. The Notes on financial statements are self-

explanatory, and needs no further explanation.

8. Cost AuditorThe Audit Committee and Board of Directors of the

Company has appointed M/s K.G. Goyal & Associates,

Cost Accountants having firm registration no. 000024 as

Cost Auditors for conducting the audit of Cost Records

maintained by the company for the Financial Year 2016-

17. The Cost Audit Report for the F.Y. 2014-15 was filed

with Registrar of Companies (Central Government) on

28th September, 2015 while the due date for filing of Cost

Audit Report for F.Y. 2014 -15 was 30th September, 2015.

There are no qualifications or adverse remarks in the Cost

Audit Report which require any clarification/explanation.

9. Particulars of Loans given, Investments made, Guarantees given and Securities provided [Reference Section 134 and 186(4)]Particulars of loans given, investments made, guarantees

given and securities provided along with the purpose for

which the loan or guarantee or security is proposed to be

utilized by the recipient are provided herein below:

S. No.

Name of Person / Body Corporate

Nature (Loan / Guarantee/ Security / Acquisition)

Particulars of Loan given / Investment made or Guarantee made

Purpose for which the loan or guarantee or security is proposed to be utilized by the recipient

1 Recycling Infotech

LLP

Investment in LLP

(Partner of LLP )

` 1,02,000/- towards 51% of

stake of Total Capital

Acquiring Stake in LLP

2 M/s Gravita Metal

Inc

Corporate Guarantee For securing Credit Limits

amounting to ` 6.00 crores

granted to M/s Gravita Metal

Inc

For Business Purposes of the firm

10. Secretarial Auditor and Secretarial Audit ReportThe Board has appointed M/s P Pincha & Associates,

Company Secretaries in Whole-time Practice, to carry out

Secretarial Audit of the Company under the provisions

of Section 204 of the Companies Act, 2013. The report

does not contain any qualification, reservation or adverse

remark. The Secretarial Audit Report is annexed with this

report as Annexure-4.

11. Insider Trading Prevention CodePursuant to the SEBI Insider Trading Code, the company

has formulated a comprehensive policy for prohibition of

Insider Trading in Equity Shares of Gravita India Limited

to preserve the confidentiality and to prevent misuse of

unpublished price sensitive information. The Company

Secretary has been designated as the Compliance Officer.

It has also been posted on the website of the Company

www.gravitaindia.com.

GRAVITA

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12. Energy ConservationA detailed statement on Particulars of Conservation of

Energy, Technology Absorption and Foreign Exchange

Earnings and Outgo as required under Section 134 of the

Companies Act, 2013 read with Companies (Accounts)

Rules, 2014, forms part of this Report as Annexure-5,

13. Particulars of Employees and related disclosuresIn terms of the provisions of Section 197(12) of the Act read

with Rules 5(2) and 5(3) of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014,

a statement showing the names and other particulars of

the employees drawing remuneration in excess of the

limits set out in the said rules are provided hereunder.

Further, the disclosures pertaining to remuneration and

other details as required under Section 197(12) of the Act

read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are

provided in the Annual Report as Annexure-6.

Name Mr. Rajat AgrawalAge 49 YearsDesignation Managing DirectorRemuneration ` 6,50,000/- Per

MonthNature of Employment Regular EmploymentQualification B.E. (Mechanical)Experience (in Years) 24 YearsDate of Commencement of Employment

04.08.1992

Particulars of Previous Em-ployment

Started career with Gravita only

% of Equity Shares Held 47.80%Relation with Director Dr. Mahavir Prasad

Agarwal (WTD) is Father of Mr. Rajat Agrawal

14. Appointment/Resignation of KMP’s • Mr. Naveen Prakash Sharma: During the year under

review Mr. Naveen Prakash Sharma has been

appointed as Chief Executive Officer (CEO) of the

company w.e.f. 10th August, 2015 pursuant to Section

203 of Companies Act 2013 read with SEBI (LODR),

Regulations, 2015.

Mr. Sharma is associated with the Company since

2006. Considering the qualification and nature of

duties being carried out by Mr. Sharma, the Nomination

& Remuneration Committee of the Board proposed the

appointment of Mr. Naveen Prakash Sharma as CEO

of the Company which was subsequently ratified by

Board of Directors in their meeting held on 10th August

2015.

• Mr. Rajeev Surana: During the year under review Mr.

Rajeev Surana, Whole-time Director of the company

resigned from the post of directorship w.e.f 14th

March, 2016 due to his pre-occupancy.

Further, Dr. Mahavir Prasad Agarwal, Whole time

Director shall be liable for retiring by rotation at the

ensuing Annual General Meeting and being eligible,

offer himself for re-appointment and none of the

Director is disqualified under Section 164 of the

Companies Act, 2013 and rules made thereunder, for

the reporting period.

15. Consolidated Financial Statements and Cash Flow StatementThe Consolidated Financial Statements of the Company

are prepared as required in terms of Accounting Standards

(AS-21) issued by Institute of Chartered Accountants of

India and forms part of the Annual Report.

16. Subsidiaries and AssociatesThe Company has prepared Consolidated Financial

Statements in accordance with Section 129 (3) of the

Companies Act, 2013 which form part of the Annual

Report. Further, the report on the performance and

financial position of each of the subsidiary, associate

and joint venture and salient features of the financial

statements in the prescribed Form AOC-1 is annexed to

this report as Annexure -7.

In accordance with Section 136 of the Companies Act,

2013, the Audited Financial Statements, including

the Consolidated Financial Statements and related

information of the Company are available on our website

www.gravitaindia.com.

17. Disclosures Regarding ESOPsThe members of the company at its Annual General Meeting

held on 27th July, 2011 had approved issue of 3405000

Stock Options of ` 2/- each (681000 Stock Options of

` 10/- each) to eligible employees of the company. The

Compensation Committee of the Board of Directors of the

Company administers and monitors the Employees’ Stock

Option Scheme of the Company in accordance with the

prescribed SEBI Guidelines. The Company has received

a certificate from the Auditors of the Company that the

Scheme has been implemented in accordance with SEBI

Guidelines and the resolution passed by the shareholders.

The certificate would be placed at the Annual General

Meeting for inspection by members.

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The applicable disclosures as stipulated under the SEBI Guidelines as on 31st March, 2016 with regard to the Employees’

Stock Option Scheme (ESOS) are provided hereunder:

Sr. No.

Particulars 1st Grant (Effective date

being 1st October, 2011)

2nd Grant (Effective date being 5th July,

2012)

3rd Grant (Effective

date being 1st July 2013)

4th Grant (Effective date being 1st April

2015)

a) Options granted 400380 31000 368500 500000

b) The pricing formula ` 2/- per share ` 2/- per share ` 2/- per share ` 2/- per share

c) Options outstanding at the beginning of

the year

76448 19250 298325 Nil

d) New options issued during the year Nil Nil Nil 500000

e) Options vested during the year 74361 8250 31850 Nil

f) Options exercised during the year 73421 8250 31850 Nil

g) The total number of shares arising as a

result of exercise of option

73421 8250 31850 Nil

h) Options lapsed during the year 2087 3500 6800 47500

i) Variation of terms of options Nil Nil Nil Nil

j) Money realized by exercise of options ` 1,46,842 ` 16,500 ` 63,700 Nil

k) Total number of options outstanding at

the end of the year

940* 11000** 259675*** 452500

l) Employee wise details of options granted

to-

Senior Managerial Personnel:

Naveen Prakash Sharma 22500 ---- 35000 45000

Sandeep Choudhary 15000 ---- 20000 22500

Kishan Gopal Gupta 17500 ---- 17500 18000

Sunil Kansal 17500 ---- 17500 18000

Kamal Singh 17500 ---- 17500 30000

V S Tanwar 25000 ---- 20000 20000

Yogesh Malhotra ---- 22500 26000 32500

Sanjay Singh Baid ---- ---- 20000 20000

Vijay Pareek ---- ---- 20000 35000

Any other employee who receives a grant

in any one year of option amounting to

5% or more of option granted during the

year

Nil Nil Nil Nil

Identified employees who were granted

option, during any one year, equal to

or exceeding 1% of the issued capital

(excluding outstanding warrants and

conversions) of the company at the time

of grant

Nil Nil Nil Nil

m) Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with [Accounting Standard 20 ‘Earnings Per Share’]

` 0.47

GRAVITA

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n) Method of Calculation of Employee Compensation Cost

The employee compensation cost has been calculated using the intrinsic value method of accounting for Options issued under the Company’s Employee Stock Option Schemes. The employee compensation cost as per the intrinsic value method for the financial year 2015-16 is ` 66.31 Lacs.

0) Difference between the employee compensation cost so computed by intrinsic value method and the employee compensation cost that shall have been recognized if it had used the fair value of the options (in Lacs)

` 29.10 Lacs

p) The impact of this difference on profits and on Earnings Per Share of the Company

The effect on the profits and earnings per share, had the fair value method been adopted, is presented below:

(` In Lacs)

Profit After Tax as reported 326.56

Add: Intrinsic Value Compensation Cost 66.31

Less: Fair Value Compensation Cost 95.41

(Binomial Pricing Model)

Adjusted Profit 297.46

Earnings Per Share Basic (`) Diluted (`)

As reported 0.48 0.47

As adjusted 0.44 0.43

q) Weighted-average Exercise price granted during April 2014 to March 2015

` 2/-

Weighted-average Exercise price granted during April 2015 to March 2016

` 2/-

Weighted-average fair value of options outstanding as on 31st March 2015

` 47.38

Weighted-average fair value of options outstanding as on 31st March 2016

` 42.63

A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:

Binomial Pricing Model

Risk-free interest rate 7.84%

Expected life (in years) 2.67

Expected volatility 68.67%

Expected dividends N.A.

r) The price of the underlying share in market at the time of option grant

` 76.95 ` 176.20 ` 21.45 ` 36.30

* This is total number of live options of First Grant. Further, 202574 options have been exercised till the end of F.Y. 2015-16.

** This is total number of live options of Second Grant. Further, 16500 options have been exercised till end of F.Y. 2015-16.

*** This is total number of live options of Third Grant. Further, 49025 options have been exercised till end of F.Y. 2015-16.

18. Listing of Equity SharesThe Equity Shares of the Company are listed on the Bombay Stock Exchange Ltd (BSE Ltd) and National Stock Exchange (NSE)

of India Ltd. and the listing fees for the Financial Year 2016-17 has been duly paid.

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19. Management Discussion and Analysis ReportManagement Discussion and Analysis Report for the

year under review as stipulated under SEBI (LODR),

Regulations, 2015 is presented in a separate section

forming part of this Annual Report.

20. Fixed DepositThe Company has not accepted any Fixed Deposits from

public, shareholders or employees during the year under

report.

21. Share CapitalThe Company has made allotment of 1,13,521 Equity

Shares of ` 2/- each to the employees of the Company

and its subsidiaries upon exercise of an equal number

of stock options granted to them pursuant to the Stock

Option Scheme of the Company. In view of the above

allotment, the outstanding shares of the Company during

the year has increased from 6,82,54,578 Equity Shares

of ̀ 2/- each to 6,83,68,099 Equity Shares of ̀ 2/- each.

22. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at WorkplaceThe Company has adopted a Policy on Prevention,

Prohibition and Redressal of Sexual Harassment at the

Workplace, in line with the provisions of the “Sexual

Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013” and the Rules there

under. Company has formed an “Internal Complaints

Committee” for prevention and redressal of sexual

harassment at workplace. The Committee is having

requisite members and is chaired by a senior woman

member of the organization. Further, the Company has

not received any complaint of sexual harassment during

the financial year 2015-16.

23. Miscellaneous:Your Directors state that no disclosure or reporting is

required in respect of the following items as there were no

transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of

the Act.

• Issue of Equity Shares with differential rights as to

dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to

employees of the Company under any scheme save and

except ESOP’s referred to in this report.

• Neither the Managing Director nor the Whole-time

Director of the Company receive any remuneration or

commission from any of its subsidiaries.

• No significant or material orders were passed by the

Regulators or Courts or Tribunals which impact the

going concern status and Company’s operations in

future.

24. AcknowledgementThe Directors take this opportunity to express their deep

sense of gratitude to the Banks, Government Authorities,

Customers, Suppliers, BSE, NSE, CDSL, NSDL, Bankers,

Business Associates, Shareholders, Auditors, Financial

Institutions and other individuals / bodies for their

continued co-operation and support. Directors would also

like to place on record their sincere appreciation for the

commitment, dedication and hard work put in by every

employee of the Gravita family for the Company’s success

and achievements.

For and on behalf of the Board

Sd/- Sd/-

Date: 17th June, 2016 (Rajat Agrawal) (Dr. Mahavir Prasad Agarwal)Place: Jaipur Managing Director Whole-time Director

DIN: 00855284 DIN: 00188179

GRAVITA

24

Annexures to theDirector’s ReportAnnexure-1

Form No. MGT-9EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March, 2016

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

1. Registration and Other Details:1. CIN L29308RJ1992PLC006870

2. Registration Date 04th August 1992

3. Name of the Company Gravita India Limited

4. Category/Sub-Category Public Company Limited by Shares

5. Address of the Registered office and con-tact details

‘Saurabh’, Chittora Road, Harsulia Mod, Diggi – Malpura Road, Tehsil – Phagi, Jaipur – 303 904, Rajasthan, India Tel. 09928070682

6. Whether Listed Company Listed

7. Name Address and Contact Details of Registrar and Transfer Agent, if any

Karvy Computershare Pvt Ltd Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 Phone No. 040-67162222

2. Principal Business Activities of the Company All the business activities contributing 10 % or more of the total turnover of the company are stated here under:-

Sl. No.

Name and description of main Products / Services

NIC Code of the Products / Services

% to Total Turnover of the Company

1 Lead 24203 84.02%

2 Aluminum 24202 10.46%

3. Particulars of Holding & Subsidiary CompaniesSr.No.

Name and address of the Company CIN/GLN Holding/Subsidiary

% of shares held

ApplicableSection

1 Gravita Infotech Limited (Formerly Known as Gravita Exim Limited)501, Rajputana Tower, A-27-B, Shanti Path, Tilak Nagar, Jaipur

U51109R-J2001PLC016924

Subsidiary 100.00% 2(87)(ii)

2 Noble Buildestate Private Limited402, Gravita Tower, A-27-B, Shanti Path, Tilak Nagar, Jaipur

U45201R-J2007PTC025501

Subsidiary 100.00% 2(87)(ii)

3 Gravita Ghana LimitedIN/A/43/IB Heavy Industrial Area (Oppo-site Licensing Office), Tema Ghana

CA-30,197 Subsidiary 100.00% 2(87)(ii)

4 Gravita Senegal SAULa Usine, Zone Industrielle de Sebikotane, Sebikotane, Dakar. Senegal (West Africa)

SN-DKR-2007-B-6703 Subsidiary 100.00% 2(87)(ii)

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Sr.No

Name and address of the company CIN/GLN Holding/Subsidiary

% of shares held

ApplicableSection

5 Gravita Mozambique LDAAv. Samora Machel, No 672-EN4,Bairro Matola-Gare,Tchumene-2, Municipio da Matola, Provincia de Maputo, Mozambique

000318728 Subsidiary 100.00% 2(87)(ii)

6 Gravita Global Pte. Ltd7500A Beach Road, # 08-313 The Plaza, Singapore- 199591

201204623C Subsidiary 100.00% 2(87)(ii)

7 Gravita Netherlands B.V.Haaksbergweg, 71/1101 BR, Amsterdam Netherlands

55270271 Subsidiary 100.00% 2(87)(ii)

8 Navam Lanka LimitedPlot No.27”A”, MEPZ Mirigama Export Processing Zone, Mirigama (Dist.- Gampha) Srilanka

N(PBS)871 Subsidiary 52.00% 2(87)(ii)

9 Gravita Trinidad and Tobago Ltd.*18 Scott Bushe Street, Port of Spain, Trinidad, W.I, P.O. Box 1543

C2013011001227 Subsidiary 100.00% 2(87)(ii)

10 Gravita Nicaragua S.ABarrio San Sebastian Ministerio Del Trabajo 4C al lago 1c Arriba Instalaciones de donge fue el cine blanco, Managua, Nicaragua

44043-B5 Subsidiary 100.00% 2(87)(ii)

11 Gravita Ventures LimitedPlot No. K7/Level, Block No. Samora Avenue-Harbour View, P.O. Box 500, Dar es salaam

121399 Subsidiary 100.00% 2(87)(ii)

12 Gravita USA Inc.5444 Westheimer, Suite 1000, Houston, Texas 77056, USA

371796364 Subsidiary 100.00% 2(87)(ii)

13 Gravita Jamaica Limited2-6, Grenada Crescent, Kingston 5, Saint Andrew, Jamaica

88186 Subsidiary 100.00% 2(87)(ii)

*Strike off as on 31.03.2016

4. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholder

No. of Shares held at the beginning of the year No. of Shares held at the end of the year

Demat Physical Total% of total

sharesDemat Physical Total

% of total

shares

(A) PROMOTERS

(1) INDIAN

(a) Individual /HUF 50055750 0 50055750 73.34% 50055750 0 50055750 73.22%

(b) Central Government 0 0 0 0.00% 0 0 0 0.00%

(c) State Government 0 0 0 0.00% 0 0 0 0.00%

(d) Bodies Corporate 0 0 0 0.00% 0 0 0 0.00%

(e)Financial Institutions / Banks

0 0 0 0.00% 0 0 0 0.00%

(f) Others 0 0 0 0.00% 0 0 0 0.00%

Sub-Total A(1) : 50055750 0 50055750 73.34% 50055750 0 50055750 73.22%

GRAVITA

26

(2) FOREIGN

(a)Individuals (NRIs/Foreign Individuals)

0 0 0 0.00% 0 0 0 0.00%

(b) Bodies Corporate 0 0 0 0.00% 0 0 0 0.00%

(c) Institutions 0 0 0 0.00% 0 0 0 0.00%

(d)Qualified Foreign Investor

0 0 0 0.00% 0 0 0 0.00%

(e) Others 0 0 0 0.00% 0 0 0 0.00%

Sub-Total A(2) : 0 0 0 0.00% 0 0 0 0.00%

Total A=A(1)+A(2) 50055750 0 50055750 73.34% 50055750 0 50055750 73.22%

(B) PUBLIC SHAREHOLDING

(1) INSTITUTIONS

(a) Mutual Funds /UTI 0 0 0 0.00% 0 0 0 0.00%

(b)Financial Institutions /Banks

23092 0 23092 0.03% 0 0 0 0.00%

(c) Central Government 0 0 0 0.00% 0 0 0 0.00%

(d) State Government 0 0 0 0.00% 0 0 0 0.00%

(e) Venture Capital Funds 0 0 0 0.00% 0 0 0 0.00%

(f) Insurance Companies 0 0 0 0.00% 0 0 0 0.00%

(g)Foreign Institutional Investors

5058398 0 5058398 7.41% 5058398 0 5058398 7.40%

(h)Foreign Venture Capital Investors

0 0 0 0.00% 0 0 0 0.00%

(i) Others 0 0 0 0.00% 0 0 0 0.00%

Sub-Total B(1) : 5081490 0 5081490 7.44% 5058398 0 5058398 7.40%

(2) NON-INSTITUTIONS

(a) Bodies Corporate 4904720 0 4904720 7.19% 4101638 0 4101638 6.00%

(b) Individuals

(i) Individuals holding nominal share capital upto Rs.1 lakh

2219319 4838 2224157 3.26% 4703503 7710 4711213 6.89%

(ii) Individuals hold-ing nominal share capital in excess of Rs.1 lakh

5617150 0 5617150 8.23% 4200436 0 4200436 6.14%

(c) Others

Clearing Members 225262 0 225262 0.33% 108681 0 108681 0.16%

Non Resident Indians 146049 0 146049 0.21% 131983 0 131983 0.19%

(d)Qualified Foreign Investor

0 0 0 0.00% 0 0 0 0.00%

Sub-Total B(2) : 13112500 4838 13117338 19.22% 13246241 7710 13253951 19.39%

Total Public Shareholding

Total B=B(1)+B(2)18193990 4838 18198828 26.66% 18304639 7710 18312349 26.78%

Total (A+B) : 68249740 4838 68254578 100.00% 68360389 7710 68368099 100.00%

(C)Shares held by custodians, against GDRs ADRs

0 0 0 0.00% 0 0 0 0.00%

GRAND TOTAL (A+B+C) : 68249740 4838 68254578 100.00% 68360389 7710 68368099 100.00%

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ii. Shareholding of Promoters

Sr.No.

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the

yearNo. of Shares

% of total Shares of the

company

% of Shares Pledged / encumber red to total

shares

No. of Shares

% of total Shares of the

company

% of Shares Pledged /

encumbered to total shares

1 Rajat Agrawal 32677725 47.88 0.00 32677725 47.80 0.00 0.00

2 Mahavir Prasad

Agarwal

13673325 20.03 0.00 13673325 20.00 0.00 0.00

3 Shashi Agarwal 3674700 5.38 0.00 3674700 5.37 0.00 0.00

4 Rajeev Surana 30000 0.04 0.00 30000 0.04 0.00 0.00

Total 50055750 73.34 0.00 50055750 73.22 0.00 0.00

iii. Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No.

Shareholder Name

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company

No. of shares % of total shares of the company

At the beginning of the year 50055750 50055750

Date wise Increase / Decrease in

Promoters Share Holding during the

year specifying the reasons for increase/

Decrease (e.g. Allotment / Transfer /

Bonus/ Sweat equity etc.)

No Change

At the end of the year 50055750

Note: There is no change in the number of shares held by the promoters of the Company. However, the percentage of the shareholding has changed during the year due to allotments against exercise of Employee Stock Options.

73.34 73.34

73.22

GRAVITA

28

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.

Name Shareholding at the beginning of the

year-1st April 2015

Date Reason Increase/Decrease in shareholding

Cumulative Shareholding during

the year

No. of Shares

% of total

shares of the Com-pany

No. of Shares

% of total

shares of the Com-pany

No. of Shares

% of total

shares of the

Compa-ny

1 LTS Investment Fund Ltd

0 0.00% 18.09.2015 Purchase 1782091 2.61% 1782091 2.61%

31.03.2016 At the end of the year 1782091 2.61%

2 New Leina Investments Limited

1682388 2.46% No Change 1682388 2.46%


3 Albula Invest-ment Fund Ltd

783795 1.15% No Change 783795 1.15%


4 Shailesh Balvantrai Desai

701313 1.03% No Change 701313 1.03%


5 Neelima Shailesh Desai/Shailesh Balwant Rai Desai

33000 0.05% 17.04.2015 Transfer from one

Demat account to

another

659000 0.97% 692000 1.01%


6 Avatar India Opportunities Fund

672000 0.98% No Change 672000 0.98%


7 Ram Sharan Modi

572491 0.84% No Change 572491 0.84%


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8 Anand Rathi Share & Stock Brokers Limited

662849 0.97% 03.04.201510.04.201517.04.201524.04.201501.05.201508.05.201515.05.201522.05.201529.05.201505.06.201512.06.201519.06.201526.06.201530.06.201510.07.201517.07.201524.07.201531.07.201507.08.201514.08.201521.08.201528.08.201504.09.201511.09.201518.09.201525.09.201530.09.201502.10.201509.10.201516.10.201523.10.201530.10.201506.11.201513.11.201527.11.201504.12.201511.12.201518.12.201525.12.201531.12.201501.01.201608.01.201615.01.201622.01.201629.01.201605.02.201612.02.201619.02.201626.02.201604.03.201618.03.201625.03.201631.03.2016

SalePurchase

SaleSaleSaleSale

PurchaseSale

PurchaseSaleSaleSale

PurchaseSale

PurchasePurchasePurchasePurchase

SalePurchase

SalePurchasePurchase

SaleSale

PurchaseSaleSaleSaleSaleSaleSaleSaleSale

PurchasePurchasePurchase

SaleSale

PurchaseSale

PurchaseSale

PurchaseSale

PurchaseSaleSaleSaleSaleSaleSaleSale

(683)5865(915)

(1092)(1313)(1929)

213(401)1811(135)

(1013)(1034)

950(1000)

5000206000

5050

(211200)4743

(4187)6

22(292)(132)

250(25)(75)

(190)(2478)(1500)(901)

(1020)(222)

111389

2595(2303)

(3)853

(204)1362(808)3547

(4439)200

(408)(244)(220)(130)(186)(100)

(14701)

0.0010%0.0086%0.0013%0.0016%0.0019%0.0028%0.0003%0.0006%0.0027%0.0002%0.0015%0.0015%0.0014%0.0015%0.0073%0.3018%0.0001%0.0001%0.3093%0.0069%0.0061%0.0000%0.0000%0.0004%0.0002%0.0004%0.0000%0.0001%0.0003%0.0036%0.0022%0.0013%0.0015%0.0003%0.0002%0.0006%0.0038%0.0034%0.0000%0.0012%0.0003%0.0020%0.0012%0.0052%0.0065%0.0003%0.0006%0.0004%0.0003%0.0002%0.0003%0.0001%0.0215%

662166668031667116666024664711662782662995662594664405664270663257662223663173662173667173873173873223873273662073666816662629662635662657662365662233662483662458662383662193659715658215657308656288656066656177656566659161656858656855657708657504658866658058661605657166657366656958657202656982656852656666656566641865

0.97%0.98%0.98%0.98%0.97%0.97%0.97%0.97%0.97%0.97%0.97%0.97%0.97%0.97%0.98%1.28%1.28%1.28%0.97%0.98%0.97%0.97%0.97%0.97%0.97%0.97%0.97%0.97%0.97%0.97%0.96%0.96%0.96%0.96%0.96%0.96%0.96%0.96%0.96%0.96%0.96%0.96%0.96%0.97%0.96%0.96%0.96%0.96%0.96%0.96%0.96%0.96%0.94%


GRAVITA

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9 Anand Rathi Share and Stock Brokers Limited

635711 0.93% 03.04.201510.04.201517.04.201524.04.201501.05.201508.05.201515.05.201522.05.201529.05.201505.06.201519.06.201526.06.201530.06.201503.07.201510.07.201517.07.201524.07.201531.07.201507.08.201514.08.201521.08.201528.08.201504.09.201511.09.201530.09.201509.10.201516.10.201523.10.201506.11.201513.11.201527.11.201504.12.201511.12.201531.12.201508.01.201615.01.201622.01.201629.01.201605.02.201612.02.201611.03.201618.03.201625.03.2016

31.03.20 16

SalePurchase

SalePurchase

SalePurchase

SalePurchase Purchase


SaleSaleSale

PurchaseSale

PurchaseSaleSale

Purchase Purchase

SaleSale

PurchaseSaleSaleSale

PurchaseSale

Purchase Purchase


SalePurchase

SalePurchase

SalePurchasePurchase

SalePurchase

(476)700

(237)1178(862)

184(800)1849

89(201)

5542(48)

(1001)(197)

51999(200)

43(51000)

(1900)12572200

(2998)(502)1510(510)

(9000)(2000)

900(1000)

1001900

(2000)1200

334(1434)

1600(1000)

900(1400)

500100

(772)16972

0.0007%0.0010%0.0003%0.0017%0.0013%0.0003%0.0012%0.0027%

0.0001%0.0003%0.0000%0.0008%0.0001%0.0015%0.0003%0.0762%0.0003%0.0001%0.0747%0.0028%0.0018%0.0032%0.0044%0.0007%0.0022%0.0007%0.0132%0.0029%0.0013%0.0015%0.0001%0.0028%0.0029%0.0018%0.0005%0.0021%0.0023%0.0015%0.0013%0.0020%0.0007%0.0001%0.0011%0.0248%

635235635935635698636876636014636198635398637247637336637135637140637682637634636633636436688435688235688278637278635378636635638835635837635335636845636335627335625335626235625235625335627235625235626435626769625335626935625935626835625435625935626035625263642235

0.93%0.93%0.93%0.93%0.93%0.93%0.93%0.93%0.93%0.93%0.93%0.93%0.93%0.93%0.93%1.01%1.01%1.01%0.93%0.93%0.93%0.94%0.93%0.93%0.93%0.93%0.92%0.92%0.92%0.91%0.91%0.92%0.91%0.92%0.92%0.91%0.92%0.92%0.92%0.91%0.92%0.92%0.91%0.94%


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10 Giraben AtulBhai Shah

1623299 2.38% 24.04.201529.05.201505.06.201507.08.201521.08.201516.10.201506.11.201527.11.201531.12.201508.01.201604.03.201625.03.201631.03.2016

PurchaseSaleSale

PurchaseSaleSaleSaleSaleSaleSaleSaleSaleSale

223000(10000)(28000)

29000(160000)(141756)(308700)

(25000)(24605)

(146000)(90000)

(207228)(134788)

0.3267%0.0147%0.0410%0.0425%0.2343%0.2076%0.4515%0.0366%0.0360%0.2135%0.1316%0.3031%0.1972%

1846299183629918082991837299167729915355431226843120184311772381031238

941238733510598722

2.71%2.69%2.65%2.69%2.46%2.25%1.79%1.76%1.72%1.51%1.38%1.07%0.88%


v. Shareholding of Directors and Key Managerial Personnel:

Sl. No.

For Each Directors and KMP

Shareholding at the beginning of the year-1st April 2015

Cumulative Shareholding during the year

No. of Shares % of total shares of the company

No. of Shares

% of total shares of the company

1 Rajat Agrawal At the

beginning of

the year

32677725 47.88% 32677725 47.88%

Date wise Increase / Decrease in Share Holding during the year specifying the reasons for Increase/Decrease (e.g. Allotment / Transfer / Bonus/ Sweat equity etc.)

No Change

At the end of

the year

32677725 47.80%

2 Dr. Mahavir Prasad Agarwal At the

beginning of

the year

13673325 20.03% 13673325 20.03%


No Change

At the end of

the year

13673325 20.00%

3 Mr. Dinesh Kumar Govil At the

beginning of

the year

Nil Nil Nil Nil


No Change

GRAVITA

32

At the end of

the year

Nil Nil Nil Nil

4 Mr. Yogesh Mohan Kharbanda At the

beginning of

the year

Nil Nil Nil Nil

Date wise Increase / Decrease

in Share Holding during the

year specifying the reasons

for Increase/Decrease (e.g.

Allotment / Transfer / Bonus/

Sweat equity etc.)

No Change

At the end of

the year

Nil Nil Nil Nil

5 Mr. Arun Kumar Gupta At the

beginning of

the year

Nil Nil Nil Nil






Sweat equity etc.)

No Change

At the end of

the year

Nil Nil Nil Nil

6 Mrs. Chanchal Chadha Phadnis At the

beginning of

the year

Nil Nil Nil Nil






Sweat equity etc.)

No Change

At the end of

the year

Nil Nil Nil Nil

7 Mr. Naveen Prakash Sharma At the

beginning of

the year

2608 0.0038%






Sweat equity etc.)

27.07.2015

28.07.2015

30.07.2015

31.07.2015

07.08.2015

31.08.2015

16.11.2015

Purchase

Purchase

Purchase

Purchase

ESOP

Purchase

ESOP

1500

200

600

400

3500

500

9000

0.0022%

0.0003%

0.0009%

0.0006%

0.0051%

0.0007%

0.0132%

4108

4308

4908

5308

8808

9308

18308

0.0060%

0.0063%

0.0072%

0.0078%

0.0129%

0.0136%

0.0268%

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At the end of

the year

18308 0.0268%

8 Mr. Sunil Kansal At the

beginning of

the year

9725 0.0142%






Sweat equity etc.)

16.11.2015 ESOP 8750 0.0128% 18475 0.0270%

At the end of

the year

18475 0.0270%

9 Mrs. Leena Jain At the

beginning of

the year

1115 0.0016%






Sweat equity etc.)

07.08.2015

16.11.2015

ESOP

ESOP

500

1110

0.0007%

0.0016%

1615

2725

0.0024%

0.0040%

At the end of

the year

2725 0.0040%

The percentage of the shareholding in shareholding of Directors and KMP has changed during the year due to allotments against

exercise of Employee Stock Options.

5. Indebtedness of the Company including interest outstanding/accrued but not due for payment(` In lacs)

Indebtedness at the beginning of the year

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

i. Principal Amount 8956.79 0.00 0.00 8956.79

ii. Interest due but not paid 0.00 0.00 0.00 0.00

iii. Interest accrued but not paid 8.52 0.00 0.00 8.52

Total (i+ii+iii) 8965.31 0.00 0.00 8965.31

Change in Indebtedness during the financial year

• Addition

• Reduction

1339.25

861.13

0.00

0.00

0.00

0.00

1339.25

861.13

Net Change 478.12 0.00 0.00 478.12

Indebtedness at the end of the year

i. Principal Amount 9434.52 0.00 0.00 9434.52

ii. Interest due but not paid - 0.00 0.00 -

iii. Interest accrued but not paid 8.91 0.00 0.00 8.91

Total (i+ii+iii) 9443.43 0.00 0.00 9443.43

GRAVITA

34

6. Remuneration of Directors and Key Managerial Personnel

(A) Remuneration to Managing Director, Whole-Time Directors and/or Manager: (` In lacs)

Sr.No.

Particulars of Remuneration Name of MD/WTD/Manager Total Amount

Mr. Rajat Agrawal

Dr. Mahavir Prasad Agarwal

Mr. Rajeev Surana*

1 Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961

77.29 41.81 28.63 147.73

(b) Value of perquisites u/s 17(2) Income Tax Act, 1961

0.71 0.19 Nil 0.90

(c) Profits in lieu of salary under Section 17(3) Income

Tax Act, 1961Nil Nil Nil Nil

2. Stock Option Nil Nil Nil Nil

3. Sweat Equity Nil Nil Nil Nil

4. Commission -As % of profit -Others, specify

Nil Nil Nil Nil

5. Others: Provident Fund Gratuity

4.87 1.95

2.61 1.05

NilNil

7.483.00

Performance Bonus Nil Nil Nil Nil

Total (A) 84.82 45.66 28.63 159.11

Ceiling as per the Act Remuneration is paid as per Schedule V of Companies Act, 2013 and ceiling is based on effective capital of the company.

*Resigned w.e.f 14.03.2016

(B) Remuneration to Other Directors:

Sr. No

Particulars of Remuneration Name of Directors Total Amount

1. Independent Directors

(a) Fees for attending Board Committee Meetings

NIL

(b) Commission

(c) Other, please specify

Total (1)

2. Other Non-Executive Directors

(a) Fees for attending Board Committee Mmeetings

(b) Commission

(c) Other, please specify

Total (2)

Total (B) = (1+2)

Total Managerial Remuneration

Overall Ceiling as per the Act

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(C) Remuneration to Key Managerial Personnel Other Than MD/ Manager/ WTD: (` In lacs)

Sr. No

Particulars of Remuneration Name of KMP Total AmountMr. Naveen

Prakash Sharma [Chief Executive

Officer]

Mrs. Leena Jain [Company Secretary]

Mr. Sunil Kansal

[Chief Financial Officer]

1. Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961

24.74 7.12 17.08 48.94

(b) Value of perquisites u/s 17(2) Income Tax Act, 1961

0.19 0.19 0.19 0.57

(c) Profits in lieu of salary under Sec-tion 17(3) Income Tax Act, 1961

Nil Nil Nil Nil

2. Stock Option* 3.46 0.45 2.31 6.22

3. Sweat Equity Nil Nil Nil Nil

4. Commission As % of profit Others (Variable Pay)

Nil

4.02

Nil

0.66

Nil

2.15

Nil

6.83

5. Others, please specify

Provident Fund & other Funds 1.80 0.44 1.21 3.45

Performance Bonus Nil Nil Nil Nil

Total (A) 34.21 8.86 22.94 66.01Ceiling as per the Act N.A. N.A. N.A. N.A.

*Represent the value of options exercised and regarded as perquisite. However, it does not include the value of unvested options or options vested but not exercised.

7. Penalties / Punishment/ Compounding of Offences:Type Section of

the Companies Act

Brief Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT / COURT]

Appeal made,if any (give

Details)

A. COMPANY Penalty N.A. N.A. N.A. N.A. N.A.Punishment N.A. N.A. N.A. N.A. N.A.Compounding N.A. N.A. N.A. N.A. N.A.B. DIRECTORS Penalty N.A. N.A. N.A. N.A. N.A.Punishment N.A. N.A. N.A. N.A. N.A.Compounding N.A. N.A. N.A. N.A. N.A.C. OTHER OFFICERS IN DEFAULT Penalty N.A. N.A. N.A. N.A. N.A.Punishment N.A. N.A. N.A. N.A. N.A.Compounding N.A. N.A. N.A. N.A. N.A.


Sd/- Sd/-


DIN: 00855284 DIN: 00188179

GRAVITA

36

Annexure-2Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties re-ferred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basisa Name(s) of the related party and nature of relationship

Not Applicable

b Nature of contracts/arrangements/transactions

c Duration of the contracts / arrangements/transactions

d Salient terms of the contracts or arrangements or transactions including the value, if any

e Justification for entering into such contracts or arrangements or transactions

f Date(s) of approval by the Board

g Amount paid as advances, if any

h Date on which the special resolution was passed in General Meeting as required under first

proviso to Section 188

2. Details of material contracts or arrangement or transactions at arm’s length basisName(s) of the related party

Nature of Relationship

Nature of contracts/arrangement/transactions

Duration of the contracts/arrangements/transactions

Salient terms of the contracts or arrangements or transactions including the value, if any

Date(s) of approval by the Board

Amount paid as advances, if any:

Gravita

Ghana

Limited

Wholly Owned

Subsidiary

Sale and

Purchase of

Goods and

Material

N.A. Value of purchase of

goods: ` 3540.34 Lacs

Value of sales of goods:

` 96.85 Lacs

N.A. N.A.

Gravita

Mozambique

LDA

Wholly Owned

Subsidiary

Sale and

Purchase of

Goods and

Material




` 63.98 Lacs

N.A. N.A.

Gravita

Senegal

S.A.U

Wholly Owned

Step down

Subsidiary

Sale and

Purchase of

Goods and

Material




` 64.52 Lacs

N.A. N.A.

Gravita

Nicaragua

S.A.

Wholly Owned

Step down

Subsidiary

Purchase of

Goods and

Material



N.A. N.A.

Navam Lanka

Ltd.

Wholly Owned

Step down

Subsidiary

Sale of Goods

and Materials

N.A. Value of Sales of goods:

` 71.12 Lacs

N.A. N.A.

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M/s Gravita

Metal Inc

Wholly Owned

Subsidiary

Firm

Sale & Purchase

of Goods and

Material

N.A. Value of Sale of goods:

` 281.20 Lacs

N.A. N.A.

Saurabh

Farms

Limited

Enterprise

having

common KMP

Leasing of

Property

11 months Value of Transaction:

` 12.83 Lacs

3rd February,

2015 &

7th

November,

2015

N.A.

Shah

Buildcon

Private

Limited

Enterprise

having

common KMP

Leasing of

Property


` 2.26 Lacs

Different

dates for

different

Agreements*

N.A.

Jalousies

(India) Private

Limited

Enterprise

having

common KMP

Leasing of

Property


` 25.67 Lacs

3rd February,

2015 &

7th

November,

2015

N.A.

Mr. Rajat

Agrawal

Managing

Director

Leasing of

Property


` 30.43 Lacs

Different

dates for

different

Agreements

#

N.A.

Mrs. Anchal

Agrawal

Relative of

Managing

Director

Leasing of

Property


` 4.90 Lacs

11th

November,

2014 &

21st

September,

2015

N.A.

* For property situated at 501, Gravita Tower, A-27B, Shanti Path, Tilak Nagar, Jaipur-302004 date of Board Meeting for renewal

of lease agreements is 6th August, 2014 and 10th August, 2015. Further, for Property Situated at C-166, Sunder Marg, Tilak

Nagar, Jaipur - 302004 date of Board Meeting for renewal of lease agreements is 3rd February, 2015 and 1st February, 2016.

# For property situated at 102, 203 Gravita Tower, A-27B, Shanti Path, Tilak Nagar, Jaipur-302004 date of Board Meeting for

renewal of lease agreements is 6th August, 2014 and 10th August, 2015. Further, for Property Situated at Swena Gokul Apartment,

Sunder Marg, Tilak Nagar, Jaipur-302004 date of Board Meeting for renewal of lease agreements is 23rd May, 2015 and for

Property situated at P-29, Type-b, Alternative-III, Raj Aangan Scheme (NRI/NRR Township), Sec-24, Pratap Nagar, Sanganer,

Jaipur-303902 date of Board Meeting for renewal of lease agreements is 3rd February, 2015 and 1st February, 2016.


Sd/- Sd/-


DIN: 00855284 DIN: 00188179

GRAVITA

38

Annexure-3

CSR REPORT1 A brief outline of the company’s CSR policy, including

overview of projects or programs proposed to be

undertaken and a reference to the web-link to the

CSR policy and projects or programs.

The Company has framed a CSR Policy in compliance

with the provisions of the Companies Act, 2013 and the

same is placed on the Company’s website and the web link

for the same is http://www.gravitaindia.com/wp-content/uploads/pdf/csr-policy.pdf

As per CSR Policy of the Company, the Company may engage in

any of the activities related to Health, Education, Environment,

Sports and Others. The Company may also collaborate with

other companies for undertaking projects or programs or CSR

activities in accordance with the provisions, amendments and

rules specified in the Act. In addition, it may build CSR capacities

of their own personnel as well as their implementing agencies

through institutions while complying with respective provisions

and amendments, if any, under Companies Act, 2013. The CSR

initiatives of the Company shall focus the areas surrounding its

plants, locations or where the Company has its offices.

2 The Composition of the CSR Committee. CSR Committee of the Company comprises of following Directors:

Mr. Yogesh Mohan Kharbanda (Chairman)

Mr. Rajat Agrawal (Member)

Dr. Mahavir Prasad Agarwal (Member)

3 Average net profit of the company for last

three financial years

` 1244.55 Lacs

4 Prescribed CSR Expenditure (two percent of the

amount as in item 3 above)

` 24.89 Lacs

5 Details of CSR spent during the financial year.

(1) Total amount to be spent for the F.Y.

(2) Amount unspent , if any;

(3) Manner in which the amount spent during the

financial year :

` 24.89 Lacs

` 21.29 Lacs

The manner in which the amount is spent is detailed hereunder

in Table A

6 Reason for not spending 2% of average net profits The Company is very much keen to spend amount towards

Corporate Social Responsibility but due to falling commodity price,

unfavorable Government Policies, sluggish market conditions for

business and depleting profit margins, the company was unable

to spend the required amount towards CSR.

http://www.gravitaindia.com/wp-content/uploads/pdf/csr-policy.pdf

http://www.gravitaindia.com/wp-content/uploads/pdf/csr-policy.pdf

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Table A: Details of amount spent in CSR activities

S.No CSR projector activityidentified

Projects or programs(1) Local area or other(2) Specify the state anddistrict where projectsor programs wasundertaken

Sector in which the projectis covered

Amountoutlay(budget)projects orprogramswise

Amount spent on theprojects or programs(1) Direct Expenditureon projects orprograms(2) Overhead

CumulativeExpenditureupto thereportingperiod

Amount spent:Direct or throughimplementingagency

1 Environment

and Health

Locally

at Jaipur,

Rajasthan

Promoting

Health Care

under Schedule

VII (i)

` 3.00 Lacs ` 2.97 Lacs

Expenditure

upto 31st

March, 2016

Rs. 3.60 Lacs

Spent Directly

Ensuring

Environmental

Sustainability,

ecological

balance,

protection of

flora and fauna,

animal welfare

under Schedule

VII (iv)

` 2.00 Lacs ` 0.37 Lacs

Promoting

education under

Schedule VII (ii)

` 0.50 Lacs ` 0.26 Lacs

The CSR Committee confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives

and Policy of the Company.

Sd/-

Rajat Agrawal

Managing Director

Sd/-

Yogesh Mohan Kharbanda

Chairman-CSR Committee

GRAVITA

40

Annexure-4 (Secretarial Audit Report)

Form MR-3Secretarial Audit Report

For the Financial Year ended on 31st March, 2016

{Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014}

To

The Members,


‘Saurabh’, Chittora Road, Harsulia Mod,

Diggi Malpura Road,

Tehsil-Phagi, Jaipur,

Rajasthan-303904

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Gravita India Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of Gravita India Limited’s books, papers, minute books, forms and returns filed and other records main-tained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2016 according to the provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

4. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 /The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999/SEBI (Share Based Employee Benefits) Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during Audit Period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regard-ing the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during Audit Period) &

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during Audit Period)

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I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

During the period under review the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. as mentioned above except to the extent as mentioned below:

As per Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was required to spend during the financial year, at least two per cent of the average net profits of the Company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility (CSR) Policy. However the Company has not spent the prescribed amount towards its CSR activities during the Financial Year.

I further report that, having regard to the compliance system prevailing in the company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws applicable specifically to the Company:

1. The Manufacture, Storage & Import of Hazardous Chemical Rules, 1989

2. Batteries (Management and Handling) Rules, 2001.

3. Hazardous Waste Management and Handling Rules, 2008

I further report that, during the year under review:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda are sent at least seven days in advance, a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting member’s views are captured and recorded as part of the minutes.

I further report that, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that, during the year under review:

a) The Company has altered its object clause by passing special resolution through postal ballot including e-Voting.

b) The Company has issued 1,13,521 equity shares to employees under the ESOP.

For P. Pincha & AssociatesCompany Secretaries

Sd/-

Pradeep Pincha Proprietor

Dated: 8th June, 2016 M.No: FCS 5369Place: Jaipur C. P. No.:4426

(This report is to be read with our letter of even date which is annexed as Annexure-A which forms an integral part of this report.)

GRAVITA

42

Annexure-A

ToThe Members,Gravita India Limited‘Saurabh’, Chittora Road, Harsulia Mod,Diggi Malpura Road,Tehsil-Phagi,Jaipur,Rajasthan-303904

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express

an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the cor-

rectness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are

reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for

our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Where ever required, we have obtained the management representation about the compliance of laws, rules, and regula-

tions and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility

of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effec-

tiveness with which the management has conducted the affairs of the Company.

For P. Pincha & Associates Company Secretaries

Sd/-


Dated: 8th June, 2016 M.No: FCS 5369

Place: Jaipur C. P. No.:4426

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Annexure-5

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH COMPANIES (ACCOUNTS) RULES 2014

i. Conservation of Energy:

a) Steps taken or impact on conservation of energy:

Gravita is committed to energy conservation and is continuously looking for energy efficient & cleaner fuels. This year the Company used heat exchanges in the smelting unit to pre heat the fuel, this brought in reduction in the fuel consumption.

b) Steps taken by the company for utilizing alternate sources of energy:

The Company is making efforts to utilize alternate sources and is looking at alternative of gasifier for its refining processes.

c) Capital Investment on Energy conservation equipments:

These energy conservation measures have not only proved to be environment friendly but have also resulted in significant savings in fuel costs.

ii. Technology Absorption

a) Efforts made towards Technology Absorption: NIL

b) Benefits derived towards improvement in technology of machines and equipment: NIL

c) Technology Imported: Nil

iii. Foreign Exchanges Earnings & outgo (` In Lacs)

Particulars For the year ended March 31, 2016

For the year ended March 31, 2015

A. Expenditure in Foreign Currency

Import value on CIF Basis

Raw material and consumables 13,109.72 14584.98

Capital Goods - -

Finance Costs 134.26 80.37

Others 58.11 101.26

Total 13,302.09 14,766.61

B. Earnings in Foreign Currency

Export of Goods calculated on FOB basis 21,533.41 17,985.01

Interest Income 13.30 45.58

Other Income - -

Total 21,546.71 18,030.59

GRAVITA

44

Annexure-6

DISCLOSURES OF REMUNERATION TO DIRECTORS & KMP [PURSUANT TO SECTION 197(12)]

i. The Ratio of the remuneration of each Director to the median remuneration of employees of the Company for the year ended 31st March, 2016 are:-

Sr. No.

Name of Director/CFO/CEO/Company Secretary

Designation Ratio of remuneration to median

remuneration of the Employee of the

Company*

Percentage increase in the

remuneration for the Financial Year

2015-16

1 Dr. Mahavir Prasad Agarwal

Chairman & Whole time Director

34.14:1 N.A.

2 Mr. Rajat Agrawal Managing Director 63.41:1 30.00%

3 Mr. Rajeev Surana # Whole-time Director 23.27:1 N.A.

4 Mrs. Leena Jain Company Secretary N.A. 6.00%

5 Mr. Naveen Prakash Sharma

Chief Executive Officer N.A. 0.00%

6 Mr. Sunil Kansal Chief Financial Officer N.A. 0.00%

# Resigned w.e.f 14th March, 2016.

* Median remuneration of the Employees of the Company assumed to be Rs. 1.23 Lacs.

ii. Percentage increase in the median remuneration of employees in the financial year 2015-16 is 9.00%.

iii. Number of permanent employees on the payroll as on 31st March, 2016 of the Company are 511 (Five Hundred Eleven only).

iv. Explanation w.r.t average increase in remuneration and Company’s performance.

The average increase in remuneration in mainly due to hiring more employees in different business segments of the Com-

pany. During the FY 2015-16 the Company has ventured into many new lines of business, results of which shall reflect

in the years to come.

v. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company

Sr. No.

Name of the KMP % increase in the Remuneration as

Compared to previous year remuneration

Comparison of Increase in Remuneration vis-a vis performance of Company

1. Dr. Mahavir Prasad Agarwal Nil During the year salary of Mr. Rajat Agrawal increased by 30.00% looking into his performance and new tasks assigned to him and industry standards. Further, Mrs. Leena Jain was given hike of 6% in her remuneration which was part of performance appraisal. Further the increase in remuneration during the year was in line with Company’s performance as well as per Company’s market competitiveness.

2. Mr. Rajat Agrawal 30.00%

3. Mr. Rajeev Surana Nil

4. Mr. Naveen Prakash Sharma Nil

4. Mrs. Leena Jain 6.00%

5. Mr. Sunil Kansal Nil

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vi. Variations in the market capitalization of the Company and PE ratio

The performance of Company’s stock in comparison to broad-based indices is as under:-

BSE NSE PE ratio

Market Price of Share (In Rs)

Market Capitalization (Rs. in Crores)

Market Price of Share (In Rs.)

Market Capitalization (Rs. in Crores)

BSE NSE

31st March, 2016 24.30 166.13 24.35 166.47 50.63 50.73

31st March, 2015 36.70 250.49 36.30 241.76 48.93 48.40

Price of IPO In 2010, the company came up with IPO at market price of ` 125/- per share having Face Value

of ` 10/- each. Subsequently in March 2012 1 (one) Equity share of Face Value of ` 10 each has

been divided into 5 (five) Equity Shares of ` 2/- each. Therefore for better comparison the price

of IPO has been considered as ` 25 i.e. if 1 Equity Share of face value of ` 10/- is having market

price of ` 125/- at time of IPO then 1 Equity Share of face value of ` 2/- will have market price

of ` 25/- (125/5)

Variation as on

31.03.2016-2.80% -2.60%

Variation as on

31.03.2015+46.80% +45.20%

vii. Average Percentile increase in the salaries of the employees other than Managerial Personnel is 8.40%.

viii. Key Parameters for any variable component of remuneration (i.e. Commission) availed by the Directors are based on their

contribution at the Board, time spent on operational matters and other responsibilities assigned. N.A.

ix. None of the Employee other than director(s) received remuneration in excess of the highest paid Director during the

Financial Year 2015-16.

x. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

GRAVITA

46

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(Chi

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(Com

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GRAVITA

48

Company’s Philosophy on Corporate Governance

Gravita India Limited (hereinafter referred to as ‘Gravita’), looks

upon good Corporate Governance practices as a key driver of

sustainable corporate growth and long-term stakeholder value

creation. Good Corporate Governance practices enable a

Company to attract financial and human capital. In turn, these

resources are leveraged to maximize long-term stakeholder

value, while preserving the interests of multiple stakeholders,

including the society at large. Gravita and its employees

are guided by the values of collaborative spirit, unrelenting

dedication and expert thinking. These values are core to our

operations. All are expected to adhere to the highest standards

of integrity. In the conduct of Company’s business and its

dealings, it abides by the principles of honesty, openness and

doing what is right and fair. Gravita is committed in doing

things the right way, which means, taking business decisions

and acting in a way that is ethical and is in compliance with

the applicable legislation. These principles guide our behavior

at all times. Our Company practices the highest standards of

corporate behavior towards everyone it works with, be it the

communities or the environment. This is the road to responsible,

sustainable and profitable growth and creates long term value

for our Company’s stakeholders, people and our business

partners. The Company’s policies on Corporate Governance

and compliance specifically till the last date of this financial

year i.e. 31st March, 2016 as required under SEBI (Listing

Obligations and Disclosure Requirements), Regulations, 2015

herein after “SEBI (LODR) Regulations, 2015” are stated

below for the enlightenment of our shareholders and investors.

Board of Directors

The composition of the Board of the Company represents an

optimal mix of professionalism, knowledge and experience and

enables the Board to discharge its responsibilities and provide

effective leadership to the business. As on 31st March, 2016,

the total Board strength comprises of 6 (six) Directors out of

which 2 (two) Directors are Executive Directors and 4 (Four)

are Independent Directors. The Independent Directors on

the Board are experienced, competent and highly renowned

persons from the fields of Marketing, Finance & Taxation,

Economics, Law, Governance etc. They take active part at

the Board and Committee Meetings by providing valuable

guidance to the management on various aspects of Business,

Policy Direction, Governance, Compliance etc. and play critical

role on strategic issues, which enhances the transparency

and add value in the decision making process of the Board

of Directors. The composition of the Board also complies with

the provisions of the Companies Act, 2013 and Regulation 17

(1) of SEBI (LODR) Regulations, 2015.

The details of composition of the Board as on 31st March,

2016, the attendance record of the Directors at the Board

Meetings held during the financial year 2015-16 and at the

last Annual General Meeting (AGM), as also the number of

Directorships, Committee Chairmanships and Memberships

held by them in other Companies are given herein below:

Corporate Governance Report

49

Corp

orat

e O

verv

iew

St

atut

ory

Rep

orts

Fina

ncia

l Sta

tem

ents


Name Category Whether attended AGM held on 08th August, 2015

Number of Directorships in other companies as on 31st March, 2016#

No. of committee positions held in other public companies as on 31st March, 2016

Chairman Member

Dr. Mahavir Prasad Agarwal

Executive & Promoter Yes 4 Nil Nil

Mr. Rajat Agrawal Executive and Promoter Yes 4 Nil Nil

Mr. Dinesh Kumar Govil

Non-Executive Lead Independent

Yes 4 2 Nil

Mr. Yogesh Mohan Kharbanda

Non-Executive Independent

No 2 Nil 1

Mr. Arun Kumar Gupta Non-Executive Independent

Yes Nil Nil Nil

Mrs. Chanchal Chadha Phadnis

Non-Executive Independent

Yes Nil Nil Nil

Mr. Rajeev Surana* Executive & Promoter Yes N.A. N.A. N.A.

#Directorship does not include directorships held in Foreign Companies.

*Mr. Rajeev Surana, Whole time Director of the Company resigned from the Board of the Company w.e.f. 14th March,2016

1. Dr. Mahavir Prasad Agarwal, Executive Director of the Company is the father of Mr. Rajat Agrawal, Managing Director of the Company. Other than the aforesaid there are no inter-se relationships among the Directors.

2. None of the Director is member in more than 10 committees or Chairman of more than five committees across all companies in which he is a director.

Board MeetingsDates for the Board Meetings are decided well in advance and

communicated to the Directors. Board Meetings are held at

the Corporate Office of the Company. The Agenda along with

the explanatory notes are sent in advance to the Directors.

Additional meetings of the Board to address specific needs

of Company are held as and when deemed necessary by

the Board. In case of any exigency/ emergency, resolutions

are passed by circulation. The intervening period between

two Board meetings is well within the maximum gap of four

months as prescribed under Regulation 17 (2) of SEBI (LODR)

Regulations, 2015. The Board periodically reviews compliance

reports of all laws applicable to the Company. Steps are taken

by the Company to rectify instances of non-compliance, if

any. The following meetings of the Board were held during the

Financial Year 2015-16:

S.No Date of Meeting Board Strength No. of Directors Present

1 23rd May, 2015 7 7

2 30th July, 2015 7 4

3 10th August, 2015 7 6

4 21st September, 2015 7 4

5 30th October,2015 7 5

6 07th November,2015 7 6

7 01st February, 2016 7 5

8 14th March, 2016 7 5

9 17th March, 2016 6 5

GRAVITA

50

Attendance of each Director at the Board Meetings:

Name of Director Board Meetings held during the year Meetings Attended

Dr. Mahavir Prasad Agarwal 9 9

Mr. Rajat Agrawal 9 7

Mr. Dinesh Kumar Govil 9 8

Mr. Yogesh Mohan Kharbanda 9 2

Mr. Arun Kumar Gupta 9 8

Mrs. Chanchal Chadha Phadnis 9 5

Mr. Rajeev Surana 9 8

Meeting of Independent Directors

In compliance of Section 149 of Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 a separate meeting of Independent Directors was held on 17th March, 2016. Attendance of Independent Directors at the meeting is given hereunder:

Name of Director Whether present or not

Mr. Dinesh Kumar Govil Yes

Mr. Yogesh Mohan Kharbanda No

Mr. Arun Kumar Gupta Yes

Mrs. Chanchal Chadha Phadnis

Yes

Audit CommitteeThe Audit Committee of the Company comprises of four Non-Executive and Independent Directors and is constituted in accordance with the requirements of the SEBI (LODR), Regulations, 2015 read with Companies Act 2013. Mr. Dinesh Kumar Govil is the Chairman of the Audit Committee. All the members of the committee are financially literate and possess thorough knowledge of accounting principles. During

the year under review Mrs. Chanchal Chadha Phadnis was added as new member in Audit Committee.

The Statutory Auditors, Cost Auditors and Internal Auditors are invited to the Audit Committee Meetings to discuss with Directors the scope of audit, their comments, and to discuss the Internal Audit Reports. Minutes of the Audit Committee Meetings are circulated to all Directors and discussed at the Board Meetings.

The Company Secretary of the Company acts as Secretary of the Audit Committee.

The Audit Committee met 5 (five) times during the financial year 2015-16 on:

23rd May, 2015

10th August, 2015

21st September, 2015

07th November, 2015

01st February, 2016

Composition of Audit Committee and Attendance:

Name of the Members Designation Number of Meetings held during the year

No. of Meetings Attended

Mr. Dinesh Kumar Govil Chairman 5 5

Mr. Yogesh Mohan Kharbanda Member 5 1

Mr. Arun Kumar Gupta Member 5 5

Mrs. Chanchal Chadha Phadnis Member 5 3*

*Mrs. Chanchal Chadha Phadnis was appointed as member of Audit Committee Meeting w.e.f 23rd May, 2015. Therefore, during the year she was eligible to attend 4 Audit Committee Meetings as member of audit committee and out of which she has attended 3 meetings.

The Terms of Reference of the Audit Committee are broadly as follows:

• Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure

that the financial statements are correct, sufficient and credible;

• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the management, the annual financial

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statements before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Director’s Responsibility Statement to be stated in the Board’s report in terms of provisions of Companies Act;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions;

g) Qualifications in the draft audit report.

• Reviewing with the management, the quarterly financial statements before submission to the Board for approval;

• Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue among others), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Reviewing with the management, performance of statutory and internal auditors, and adequacy of the internal control systems;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• Discussion with internal auditors any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

• Discussion with statutory auditors before the audit

commences, about the nature and scope of audit as well

as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in

the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared

dividends) and creditors;

• To review the functioning of the Whistle Blower

mechanism, in case the same is existing;

• Carrying out any other function as is mentioned in the

terms of reference of the Audit Committee;

• Recommendation for appointment, remuneration and

terms of appointment of auditors of the company;

• Review and monitor the auditor’s independence and

performance, and effectiveness of audit process;

• Scrutiny of inter corporate loans and investment;

• Valuation of undertakings or assets of the company,

wherever it is necessary;

• Evaluation of internal financial controls and risk

management systems.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee reviews and

recommends the payment of salaries, commission and finalizes

appointment and other employment conditions of Directors,

Key Managerial Personnel and other Senior Employees.

Terms of Reference:

• Formulation of the criteria for determining qualifications,

positive attributes and independence of a director

and recommend to the Board a policy, relating to the

Remuneration of The Directors, Key Managerial Personnel

and Other Employees;

• Formulation of criteria for evaluation of Independent

Directors and the Board;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become Directors

and who may be appointed in Senior Management in

accordance with the criteria laid down, and recommend

to the Board their appointment and removal.

Composition and Meeting:

The Company’s Nomination & Remuneration Committee

comprises of three Non-Executive and Independent Directors.

The committee has no designated chairman. During the

financial year 2015-16 the Committee met 2 (two) times i.e.

on 10th August, 2015 and 21st September, 2015.

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Meetings of Nomination & Remuneration Committee and Attendance during F.Y. 2015-16:

Name of the Members Designation Number of Meetings held during the Year

No. of Meetings Attended

Mr. Dinesh Kumar Govil Member 2 2

Mr. Yogesh Mohan Khar-banda

Member 2 0

Mr. Arun Kumar Gupta Member 2 2

Details of Remuneration paid to Directors during F.Y. 2015– 2016

Name of the Director Designation Salary and other allowances

Stock options

Total

Dr. Mahavir Prasad Agarwal Whole-time Director 42,00,000 Nil 42,00,000

Mr. Rajat Agrawal Managing Director 78,00,000 Nil 78,00,000

Mr. Rajeev Surana Whole-time Director 30,00,000 Nil 28,62,903

Notes: a) The Company does not have any pecuniary relationship with any Non-Executive Independent Director except for

reimbursement of traveling expenses to the Directors for attending Board Meeting. No sitting fee is paid for attending the

meetings of Board/Committees of Directors.

b) None of the Independent Directors of the company have any equity shares of the Company.

c) Mr. Rajeev Surana has been paid remuneration upto 14th March, 2016 (i.e. till the date of his resignation).

Criteria for evaluation of Independent Director and the Board:

Following are the criteria for evaluation of performance of

Directors:

Executive Director: The Executive Directors shall be

evaluated on the basis of targets / criteria given to Executive

Directors by the Board from time to time

Non-Executive Director: The Non-Executive Directors shall

be evaluated on the basis of the following criteria i.e. whether

they:

a) Act objectively and constructively while exercising their duties;

b) Exercise their responsibilities in a bona fide manner in the interest of the company;

c) Devote sufficient time and attention to their professional obligations for informed and balanced decision making;

d) Do not abuse their position to the detriment of the company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;

e) Refrain from any action that would lead to loss of his independence;

f) Inform the Board immediately when they lose their independence;

g) Assist the company in implementing the best corporate governance practices;

h) Strive to attend all meetings of the Board of Directors and the Committees;

i) Participate constructively and actively in the committees of the Board in which they are chairpersons or members;

j) Strive to attend the General Meetings of the company;

k) Keep themselves well informed about the company and the external environment in which it operates;

l) Do not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board;

m) Moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest;

n) Abide by Company’s Memorandum and Articles of Association, company’s policies and procedures including code of conduct, insider trading guidelines etc.

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Remuneration Policy

The remuneration paid to Executive Directors is recommended

by Nomination & Remuneration Committee and approved by

Board in Board Meeting, subject to the subsequent approval

of the shareholders at the General Meeting and such other

authorities, as may be required. The remuneration is decided

after considering various factors such as qualification,

experience, performance, responsibilities shouldered, industry

standards as well as financial position of the Company. The

Remuneration Policy of the Company can be accessed through

web link: http://www.gravitaindia.com/wp-content/uploads/pdf/nomination-remuneration-policy.pdf

• Remuneration to the Whole-time Director/Managing Director:

The Whole-time Director/Managing Director shall be

eligible for remuneration as may be approved by the

Shareholders of the Company on the recommendation of

the Committee and the Board of Directors. The break-up

of the pay scale, performance bonus, and quantum of

perquisites including Employer’s contribution to Provident

Fund, pension scheme, medical expenses, club fees

etc. shall be decided and approved by the Board on the

recommendation of the Committee and shall be within

the overall remuneration approved by the shareholders.

• Remuneration to Non- Executive/ Independent Director:

Sitting Fees:

The Non-executive/ Independent Directors of the

Company may be paid sitting fees, if any, as per the

applicable Regulations and no sitting fee shall be paid to

Executive Directors. The quantum of sitting fees will be

determined as per the recommendation of Nomination

and Remuneration Committee and approved by the

Board of Directors of the Company.

Profit Linked Commission:

The profit –linked commission shall be paid within the

monetary limit approved by the shareholders of the

Company subject to the same not exceeding 1% of the

net profits of the Company computed as per applicable

provisions of the Regulations.

Stock Options:

Pursuant to the provisions of the Act, an Independent

Director shall not be entitled to any stock option of the

Company.

• Remuneration to Senior Management Personnel, Key Managerial Personnel and Other Employees: The Senior Management Personnel, Key Managerial

Personnel and other employees of the Company shall be

paid monthly remuneration as per the Company’s HR

policies and/ or as may be approved by the Committee.

The break-up of the pay scale and quantum of perquisites

including Employer’s contribution to Provident Fund,

pension scheme, medical expenses, club fees etc. shall

be as per the Company’s HR policies.

• Minimum Remuneration: If, in any financial year, the

Company has no profits or its profits are inadequate,

the Company shall pay remuneration to its Managerial

Personnel in accordance with the provisions of Schedule

V of the Act, and if it is not able to comply with

such provisions, with the prior approval of the Central

Government.

• Provisions for excess remuneration: If any Managerial

Personnel draws or receives, directly or indirectly by way

of remuneration any such sums in excess of the limits

prescribed under the Act, or without the prior sanction of

the Central Government, where required, he / she shall

refund such sums to the Company and until such sum is

refunded, hold it in trust for the Company. The Company

shall not waive recovery of such sum refundable to it

unless permitted by the Central Government.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is entrusted with

the responsibility of addressing the shareholders’/ investors’

complaints with respect to transfer of shares, non-receipt

of Annual Report, non-receipt of dividend etc. During the

year under review the composition of the said committee

changed due to resignation of Mr. Rajeev Surana from post

of directorship. As on 31st March, 2016, the Committee

comprises of three Directors viz. Mr. Dinesh Kumar Govil, Dr.

Mahavir Prasad Agarwal and Mr. Rajat Agrawal.

No. of Meetings

During the year under review 1 (One) Meeting of Stakeholders’

Relationship Committee was held on 01st February, 2016.

http://www.gravitaindia.com/wp-content/uploads/pdf/nomination-remuneration-policy.pdf

http://www.gravitaindia.com/wp-content/uploads/pdf/nomination-remuneration-policy.pdf

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Meetings of Stakeholder Relationship Committee and Attendence during F.Y. 2015-16 :

Name of the Member Designation No. of Meetings held during the year

Meetings Attended


Dr. Mahavir Prasad Agarwal Member 1 1

Mr. Rajeev Surana Member 1 1

Terms of Reference

The role of Stakeholders’ Relationship Committee involves:

• To consider and review shareholders’/ investors’ grievances and complaints and ensure that all shareholders’/ investors’ grievances and correspondence are attended to expeditiously and satisfactorily unless constrained by incomplete documentation and/ or legal impediments;

• To approve and register transfers and transmission of Equity Shares;

• To Sub Divide, Consolidate and/or replace any Share Certificate of the Company;

• To authorize affixation of Common Seal of the Company to share certificates;

• To do all other acts and deeds as may be necessary or incidental to the above.

Compliance Officer: Mrs. Leena Jain erstwhile Compliance

Officer and Company Secretary of the Company resigned

from her post w.e.f 20.05.2016. And now as per Regulation

6 (1) of SEBI (LODR) Regulations, 2015 Mr. Nitin Gupta

Company Secretary is the Compliance Officer for complying

with the requirements of Security Laws and the SEBI (LODR),

Regulations, 2015 with the Stock Exchanges in India w.e.f 21.05.2016.

Status of Investor Complaints: The Company received 4 (four) complaints from investors which were resolved well in stipulated time by the Company and there were no complaints pending with the company or its Share Transfer Agents as on 31st March, 2016.

Compensation CommitteeThe Compensation Committee of the company comprises of

three Non-Executive Directors. The Chairman of Compensation

Committee is Mr. Dinesh Kumar Govil. The Compensation

Committee administers the Employee Stock Option Plan of

the Company and determines eligibility of employees for Stock

Options. During the year under review the Compensation

Committee got re-constituted so as to comply with SEBI (Share

Based Employee Benefits) Regulations, 2014. As on 31st

March, 2016 the committee comprises of following directors

Mr. Dinesh Kumar Govil, Mrs. Chanchal Chadha Phadnis and

Mr. Yogesh Mohan Kharbanda.

No. of Meetings: The Committee met 3(three) times during

the financial year 2015– 2016 namely 01st April, 2015, 30th

July, 2015 and 30th October, 2015.

Meetings of Compensation Committee and Attendance during F.Y. 2015-16:


Meetings Attended


Mr. Rajat Agrawal Member 3 3

Mr. Yogesh Mohan Kharbanda Member 3 1

Investment Committee:The Company has an Investment Committee comprising of

Three Directors viz., Mr. Rajat Agrawal, Dr. Mahavir Prasad

Agarwal and Mr. Dinesh Kumar Govil. During the year under

review the composition of the said committee changed due

to resignation of Mr. Rajeev Surana from post of directorship.

No. of Meetings During the year under review 1 (One) Meeting of Investment

Committee was held on 07th November, 2015.

Meetings of Investment Committee and Attendence during F.Y. 2015-16 :


Meetings Attended




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Terms of Reference

• To make decisions about investments to be made by the

Company in various overseas ventures whether by way

of Equity or Capitalization of Exports or by way of loan

• To make decisions about investments to be made by

the Company in shares, stocks, units of mutual funds,

subscription to public issues of other companies etc.; and

• To make decisions about disinvestments/ alienation/ sale/

transfer/ gift or pledge of any of the investments made

in clause mentioned above which the Committee may

consider most beneficial in the interest of the Company

Corporate Social Responsibility Committee

In terms of the requirement of Section 135 of Companies

Act 2013 and Rules made thereunder, the Company has

constituted the Corporate Social Responsibility Committee

(“CSR Committee”) comprising of Three Directors; two of

whom are Executive Directors viz., Dr. Mahavir Prasad Agarwal

and Mr. Rajat Agrawal and third member is Non-executive

Independent Director i.e. Mr. Yogesh Mohan Kharbanda acting

as Chairman of the Committee.

No. of Meetings:The Committee met 1(one) time during the

financial year 2015 – 2016 on 17th March, 2016.

Meetings of Corporate Social Responsibility Committee and Attendance during the F.Y. 2015-16


Meetings Attended

Mr. Yogesh Mohan Kharbanda Chairman 1 0



Terms of Reference

• To formulate the Corporate Social Responsibility policy

of the company which shall indicate the activities to be

undertaken by the company as specified in Schedule VII

to the Act;

• To recommend the expenditure that can be incurred for

this purpose;

• To monitor CSR policy of the company from time to time;

• To prepare a transparent monitoring mechanism for

ensuring implementation of the projects / programs /

activities proposed to be undertaken by the company

• To ensure that all kind of income accrued to the company

by way of CSR activities should be credited back to the

community or CSR corpus.

Finance & Risk Management Committee

During the year Finance and Risk Management Committee

of Board of Directors of the company was formed on 21st

September, 2015 for handling day to day Banking and

Finance related matters which comprised of three directors viz.

Mr. Rajat Agrawal, Mr. Rajeev Surana and Mr. Dinesh Kumar

Govil. Further due to resignation of Mr. Rajeev Surana from

post of directorship the committee was re-constituted on 14th

March, 2016 by introducing Dr. Mahavir Prasad Agarwal as

new member of committee in place of Mr. Rajeev Surana.

No. of Meetings: The Committee met 3 (three) times during

the financial year 2015 – 2016 on 17th October, 2015, 07th

November, 2015 and 11th December, 2015.

Meetings of Finance & Risk Management Committee and Attendance during F.Y. 2015-16:


Meetings Attended



Mr. Dinesh Kumar Govil Member 3 3

Terms of Reference

• To approve Short-Term and Long-Term borrowings from Banks, Financial Institutions, Bodies Corporates, etc. for the business purposes of the Company.

• To approve opening and closing of various types of bank accounts including approval for availing net banking facilities from various banks.

• To approve change in authority with respect to Bank Accounts of the Company maintained with various Banks.

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• To approve policy for the management of foreign exchange risk, interest rate risk and refinancing risk.

• To approve policy for the hedging of Commodity Price and Foreign Currency.

• To approve the granting of guarantees, indemnities, securities in favour of Subsidiaries/Associates/Partnership

firms of the company and otherwise, subject to the

requirement that all such actions are subsequently reported to the Board.

General Body Meetings

The details of General Meetings held in the last three years are given below:

S. No. AGM Date Time Venue No. of Special Resolutions passed

1. 21st AGM 29.07.2013 11.30 A.M. “Saurabh Farms”, Chittora Road, Harsulia Mod, Diggi-Malpura, Tehsil-Phagi, Jaipur

2

2. 22nd AGM 02.08.2014 11.00 A.M. “Saurabh”, Chittora Road, Harsulia Mod, Diggi-Malpura, Tehsil-Phagi, Jaipur

5

3. 23rd AGM 08.08.2015 11.00 A.M. “Saurabh”, Chittora Road, Harsulia Mod, Diggi-Malpura, Tehsil-Phagi, Jaipur

2

• No Extra-Ordinary General Meeting of the Shareholders

was held during the year.

• None of the resolutions proposed for the ensuing

Annual General Meeting need to be passed by Postal

Ballot.

Resolution passed by way of conducting the Postal Ballot:

During the year under consideration, pursuant to the

provisions of Section 110 of the Companies Act, 2013, read

with Companies (Management and Administration) Rules,

2014, the following Special Resolution was passed on 07th

July, 2015 by way of Postal Ballot:

a) Special Resolution under Section 13 of the Companies Act, 2013 towards Alteration in Object Clause;

The Company had appointed Mr. Pradeep Pincha, Practicing

Company Secretary, as Scrutinizer for conducting the Postal

Ballot process, who submitted his report after completing the

scrutiny and the results of the voting by Postal Ballot were

declared on 7th July, 2015 at the Corporate Office of the

Company. The date of declaration of results was deemed to be

date of passing of the said resolution. The results of the postal

ballot are also available at website of the Company (www.gravitaindia.com). A synopsis of the results submitted by the

scrutinizer is as under:

Particulars Number of Members voting through Number of Votes casted through Total in Percentage

(%)Postal Ballot

e-Voting Total Postal Ballot

e-Voting Total

Assent 39 55 94 1684507 50800967 52485474 99.998

Dissent 3 1 4 1210 225 1435 0.002

Invalid Votes 14 Nil 14 Nil Nil Nil Nil

Total 56 56 112 1685717 50801192 52486909 100.00

Procedure Followed

I. The Company issued the Postal Ballot Notice dated 23rd

May, 2015 containing draft resolution together with the

explanatory statement and the Postal Ballot Forms and

self-addressed envelopes to the members whose names

appeared in the register of members as on 29th May,

2015 and other concerned.

II. Members were advised to read carefully the instructions

printed on the Postal Ballot Form and return the duly

completed form in the attached self-addressed envelope

so as to reach the Scrutinizer on or before the close of

business hours on 05th July, 2015. The members who

opted for the e-voting could vote on or before the business

hours, i.e. 5.00 P.M. on 5th July, 2015.

III. After due scrutiny of all the Postal Ballot Forms / E-voting

received up to the close of the working hours on 5th July,

2015. The Scrutinizer submitted his final report on 07th

July, 2015.

IV. The results of the Postal Ballot / E-voting were declared

on 07th July, 2015. The date of declaration of the results

of the Postal Ballot was taken as the date of passing of

the resolution.

http://www.gravitaindia.com


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V. The results of the Postal Ballot were also placed on the

website of the Company at http://www.gravitaindia.com/investors/postal-ballots

Pledge of Shares: No Pledge has been created over the

Equity Shares held by the Promoters and/or Promoter Group

Shareholders during the Financial Year ended 31st March, 2016.

Review of Legal Compliance Reports: As has been done

earlier also, during the year, the Board periodically reviewed

reports placed by the management with respect to compliance

of various laws applicable to the Company. The Internal Auditors

also reviewed the compliance status of the Company within

their terms of reference and reported to the Audit Committee.

Disclosures:

Financial Statements/Accounting Treatments: In the

preparation of Financial Statements, the Company has followed

the Accounting Standards issued by the Institute of Chartered

Accountants of India to the extent applicable.

Materially Significant Related Party Transactions: There

have been no materially significant related party transactions,

pecuniary transactions or relationships between the Company

and its Directors that may have potential conflict with the

interests of the Company.

Disclosure on Risk Management: The Board is periodically

informed about the key risks and their minimization procedures.

Business risk evaluation and management is an ongoing process

within the Company.

Details of non-compliance with regard to the capital market: There have been no instances of non-compliance

by the Company and no penalties and/or strictures have been

imposed on it by Stock Exchanges or SEBI or any Statutory

Authority on any matter related to the capital markets during the

last three years.

Familiarization Programme: During the year under review

Mrs. Chanchal Chadha Phadnis, new Independent Director on

the Board was given familiarization programme by providing with

a copy of latest Annual Report, the Company’s Code of Conduct,

and the Company’s Code of Conduct for Prevention of Insider

Trading to let her have an insight of the Company’s present

status and their regulatory requirements. In addition, a detailed

overview of the business verticals of the Company and meetings

with business heads / senior leadership team, and with the

Managing Director of the Company was conducted. The policy

on familiarization programme is available on following web link:

http://www.gravitaindia.com/wp-content/uploads/pdf/familarization-programme.pdf.

CEO and CFO Certification: The certificate required under

Regulation 17 (8) as per SEBI (LODR) Regulations, 2015 duly

signed by the Managing Director, CEO and CFO was placed

before the Board and the same is also provided with this report.

Compliance with the mandatory requirements of Corporate Governance as per SEBI (LODR) Regulations, 2015: The Company has complied with all the mandatory

requirements of the Code of Corporate Governance as stipulated

under SEBI (LODR) Regulations, 2015. The Company has also

obtained a certificate affirming the compliances from M/s P.

Pincha & Associates, Practicing Company Secretaries, Jaipur

and the same is attached to this Report.

Web link for Policies: The Policies adopted by company can

be accessed by following web link:

For Policy on determining Material Subsidiaries: http://www.gravitaindia.com/wp-content/uploads/pdf/material-subsidiaries-policy.pdf

For Policy on Related Party Transactions: http://www.gravitaindia.com/wp-content/uploads/pdf/rpt-policy.pdf

Whistle Blower Policy: The Audit Committee of the Board is

committed to ensure fraud-free work environment and to this end

the Committee has laid down a Whistle Blower Policy providing

a platform to all its stakeholders including employees and

auditors, regulatory agencies and customers of the Company to

report any suspected or confirmed incident of fraud/misconduct

through any of the following reporting protocols:

• Name of Vigilance Officer: Mr. Nitin Gupta

• E-mail:[email protected]

• Written Communication to: Vigilance officer- Gravita India Whistle Blower Policy, A-27 B, Gravita Tower, Shanti Path, Tilak Nagar, Jaipur - 302004

Due to resignation of Mrs. Leena Jain erstwhile Vigilance Officer

in whistle blower policy of the Company, Mr. Nitin Gupta was

appointed as new Vigilance Officer w.e.f. 21st May, 2016 by

Audit Committee and Board of Directors at their meetings held

on 14th May, 2016. During the year, no one has been denied

access to the audit committee. The Policy is also available at

website of the Company (www.gravitaindia.com).

http://www.gravitaindia.com/investors/postal-ballots

http://www.gravitaindia.com/investors/postal-ballots

http://www.gravitaindia.com/wp-content/uploads/pdf/familarization-programme.pdf

http://www.gravitaindia.com/wp-content/uploads/pdf/familarization-programme.pdf

http://www.gravitaindia.com/wp-content/uploads/pdf/material-subsidiaries-policy.pdf



http://www.gravitaindia.com/wp-content/uploads/pdf/rpt-policy.pdf

http://www.gravitaindia.com/wp-content/uploads/pdf/rpt-policy.pdf

mailto:[email protected]


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Means of Communication

Financial Results

• Pursuant to Regulation 33 (4) of SEBI (LODR) Regulations,

2015, the Company has regularly furnished, by way of

online electronic upload on NEAPS and BSE Listing Centre

the quarterly un-audited as well as annual audited results

to both the Stock exchanges i.e. BSE & NSE within the

timelines prescribed by SEBI in this regard.

• The quarterly, half-yearly and annual results are published

in ‘Mint’ /’Financial Express’ in English (Delhi Edition),

and in ‘Nafa Nuksan’ (Vernacular) in Hindi. Further the

same are also available on website of the company (www.gravitaindia.com)

• These Results are not sent individually to the Shareholders.

Website & Newsletter

• The Company’s website www.gravitaindia.com

contains a dedicated functional segment called ‘Investors

Information’ (http://www.gravitaindia.com/investors)

where all the information needed by the shareholders is

available, including the Corporate Governance Report,

Shareholding Patterns, Financial Results, Intimations sent

to exchanges and Annual Reports.

• The in-house quarterly newsletter of the Company named

‘Gravita Focus’ is sent to the shareholders to keep them

updated with the ongoing events of the company.

News Releases, Presentations, etc.

• All price sensitive information is immediately informed

to Stock Exchanges before the same is communicated to

general public through press releases, if any.

• Official news releases and Official Media Releases are sent to the Stock Exchanges regularly.

• NSE Electronic Application Processing System (NEAPS): The NEAPS is a web based application designed

by NSE for Corporates. All periodical compliance filings

like Shareholding Pattern, Corporate Governance Report,

Media Releases, etc. are filed electronically on NEAPS.

• BSE Corporate Compliance & Listing Centre (the “Listing Centre”): The Listing Centre of BSE is a web

based application designed by BSE for corporates. All

periodical compliance filings like Shareholding Pattern,

Corporate Governance Report, Media Releases, etc. are

filed electronically on the Listing Centre.

• SEBI Online Complaints Redress System (SCORES): The investor complaints are processed in a centralized web

based complaints redressal system. The salient features

of this system are: Centralized database of all complaints,

online upload of Action Taken Reports (ATRs) by the

concerned companies and online viewing by investors of

actions taken on the complaint and its current status.

Management Discussion and Analysis ReportThe Management Discussion and Analysis Report forms part

of the Annual Report of Financial Year 2015-16. All matters

pertaining to industry structure and developments, opportunities

and threats, segment/product wise performance, outlook, risks

and concerns, internal control and systems, etc. are discussed

in the said report.

General Shareholder Information

a) Annual General Meeting 2016

Day and Date Saturday, 6th August, 2016

Venue Saurabh, Chittora Road, Harsulia Mod, Diggi Malpura Road, Tehsil-Phagi, Jaipur - 303904 (Raj)

Time 11.00 a.m.

Financial Year 2015-16

Book Closure Dates Monday, 1st August, 2016 to Saturday, 6th August, 2016 (both days inclusive)

Rate of Dividend 10%

Date of Payment Between 11th August, 2016 to 4th September, 2016

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b) Tentative Financial Calendar (For FY 2016-17)

The tentative schedule of Financial Results of the Company is as follows:

June Quarter Ending Results (Limited Reviewed) Within 45 days from end of quarter

September Quarter Ending Results (Limited Reviewed) Within 45 days from end of quarter

December Quarter Ending Results (Limited Reviewed) Within 45 days from end of quarter

March Quarter/ Year Ending Results (Audited) Within 60 days from end of financial year

c) Listing at Stock Exchanges

The Company’s shares are presently listed on BSE Ltd and National Stock Exchange of India Ltd (NSE). The Company has paid Listing fees to BSE & NSE for the financial year 2016-17.

d) Stock Code

Stock Code for the Equity Shares of the Company at the respective Stock Exchanges are:

BSE Ltd : 533282

National Stock Exchange: GRAVITA

e) Stock Market Data

i. Market price data for the Financial Year 2015-16:

Year and Month BSE NSE

High (`) Low (`) Volume in ‘000 (in No.)

High (`) Low (`) Volume in ‘000 (in No)

April 2015 48.80 36.00 853.099 50.00 35.60 2370.781

May 2015 38.00 31.00 212.119 38.70 30.80 940.138

June 2015 35.40 26.40 292.224 35.55 25.20 777.228

July 2015 36.70 29.35 599.995 36.90 29.20 1734.030

Aug 2015 37.50 24.60 894.331 37.70 23.30 2932.186

Sept 2015 32.00 25.00 181.085 30.85 24.65 2245.782

Oct 2015 34.50 27.25 263.408 34.65 26.20 995.224

Nov 2015 29.25 25.00 165.693 29.95 26.00 777.565

Dec 2015 34.10 26.00 964.008 34.00 24.00 3959.327

Jan 2016 34.30 21.50 1400.211 34.45 21.25 4104.414

Feb 2016 27.30 20.50 407.543 27.80 20.30 1363.64

March 2016 29.45 21.10 2628.585 29.40 20.70 4206.453

GRAVITA

60

ii. Performance of the Company’s Share Price vis-à-vis BSE Sensex during the year 2015-16:

0

10

20

30

40

22000

24000

26000

28000

30000

32000

Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16

Sensex Share Price

iii. Performance of the Company’s Share Price vis-à-vis NSE Nifty during the year 2015-16:

0

10

20

30

40

6500

7500

8500

9500

Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15 Dec-15 Jan-16 Feb-16 Mar-16

Nifty Share Price

f) Distribution Schedule as on 31st March, 2016

Nominal Value of Each Equity Share is ` 2/-

No. of Equity Shares Held

No. of Share Holders

% of Share holders

No. of Shares Amount(In `)

% of Total Shares

upto 1 - 5000 7309 93.96 2561742 5123484.00 3.75

5001 - 10000 237 3.05 881522 1763044.00 1.29

10001 - 20000 105 1.35 772113 1544226.00 1.13

20001 - 30000 32 0.41 411353 822706.00 0.60

30001 - 40000 19 0.24 339431 678862.00 0.50

40001 - 50000 6 0.08 137754 275508.00 0.20

50001 - 100000 25 0.32 839643 1679286.00 1.23

100001 & ABOVE 45 0.59 62424541 124849082.00 91.31

TOTAL 7778 100.00 68368099 136736198.00 100.00

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g) Shareholding Pattern as on 31st March, 2016

Category No. of Shares %age

Clearing Members 108681 0.16

Employees 276641 0.40

Foreign Institutional Investor 2554091 3.74

Foreign Portfolio Investors 2504307 3.66

H U F 178199 0.26

Bodies Corporates 4101638 6.00

Non Resident Indians 131983 0.19

Promoter Individuals 50055750 73.22

Resident Individuals 8456809 12.37

Grand Total 68368099 100.00

h) Corporate Identification Number (CIN)

The Company is registered with the Registrar of Companies, Jaipur, Rajasthan. The CIN allotted to the Company by the

Ministry of Corporate Affairs is L29308RJ1992PLC006870.

i) Subsidiary Companies

The Company does not have any material non listed Indian Subsidiary Company, whose Turnover or Net worth exceeds 20%

of the Consolidated Turnover or Net Worth respectively of the Company and its subsidiaries in the immediately preceding

accounting year.

j) Information as per part E of schedule II

The information required to be disclosed in this sections is disclosed in Directors Report which forms integral part of Annual

Report 2015-16.

Clearing Members

Employees

Foreign Institutional Investor

Foreign Portfolio Investors

H U F

Bodies Corporates

Non Resident Indians

Promoter Individuals

Resident Individuals

GRAVITA

62

k) Reconciliation of Share Capital Audit

A Qualified Practicing Company Secretary carried out the Quarterly Reconciliation of Share Capital Audit to reconcile the total

admitted equity capital with National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited

(CDSL) of the total issued and listed Equity Share Capital. The Report on Reconciliation of Share Capital confirms that the

total issued/paid up capital of the Company admitted with depositories is in agreement with the capital of the Company listed

with the Stock Exchanges. Further none of the shares of the company are lying in suspense account as on 31st March, 2016.

l) Share Transfer System

The Share transfer documents complete in all respects are registered and/or share transfers under objections are returned

within stipulated time period.

m) Dematerialization of Shares and Liquidity

The Shares of Company are compulsorily traded in dematerialized form and are available for trading on both the depositories

in India viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Equity

Shares of the Company representing 99.99% of the Company’s Equity Share Capital are dematerialized as on 31st March,

2016 and the promoters holding of 73.22% is completely held in the dematerialized form as on 31st March, 2016. The

Company’s Equity Shares are regularly traded on the Bombay Stock Exchange and National Stock Exchange in dematerialized

form. Under the Depository system, the International Security Identification Number (ISIN) allotted to the Company’s shares is INE024L01027.

n) Green Initiative in Corporate Governance

As per the MCA Circular Nos. 17/2011 dated April 21, 2011 & 18/2011 dated April 29, 2011, Ministry of Corporate Affairs

has undertaken a Green Initiative in Corporate Governance whereby the shareholders desirous of receiving notices, documents

and other communication from the Company through electronic mode, can register their e-mail addresses with the Company.

As a responsible citizen, your Company strongly urge our shareholders to support the Green Initiative by giving positive consent by registering/updating your email addresses with your respective Depository Participants or the Registrar and Transfer Agents of the Company, KARVY COMPUTERSHARE PRIVATE LIMITED for the purpose of receiving soft copies of various communications including the Annual Report.

o) Outstanding GDRs/ADRs/Warrants or Any Convertible Instruments

The Company has not issued GDRs / ADRs/ Warrants or any other instruments which is convertible into Equity Shares of the

Company during 2015-16.

p) Commodity Price risk or foreign exchange risk and hedging activities

Please refer to Management Discussion & Analysis Report for the same.

q) Address for Correspondence

Shareholder’s correspondence should be addressed to the Company’s RTA at the address mentioned below:

Registrar and Share Transfer Agents

Mrs. Shobha Anand

Karvy Computershare Pvt Ltd

Karvy Selenium Tower B, Plot 31-32, Gachibowli,

Financial District, Nanakramguda, Hyderabad – 500032

Phone No. 040-67162222

Email: [email protected] site: www.karvy.com


http://www.karvy.com

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For any further assistance, the Shareholders may Contact:

Company’s Corporate Office

Company Secretary


402, Gravita Tower, A-27B, Shanti Path, Tilak Nagar,

Jaipur – 302 004, Rajasthan, India

Tel. 0141-2623266

Email:[email protected]

Web Site: www.gravitaindia.com

Registered Office


‘Saurabh’, Chittora Road, Harsulia Mod, Diggi – Malpura Road, Tehsil – Phagi, Jaipur – 303 904, Rajasthan, India

Tel. 09928070682

In Compliance of Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has designated exclusive Email ID for

redressal of Investor Grievances i.e. [email protected]

Plant Locations:

i. ‘Saurabh’, Chittora Road, Harsulia Mod, Diggi – Malpura Road, Tehsil – Phagi, Jaipur –303 904, Rajasthan, India.

ii. Plot No. 322, Mithirohar Industrial Estate, Mithirohar, Taluka Gandhidham, Gujarat.

iii. Plot No. PA-011-006, Mahindra SEZ, Village Kalwara, Tehsil Sanganer, Distt. Jaipur.

DECLARATION regarding compliance by Board Members and Senior Management Personnel with the Company’s Code of Conduct

We, Rajat Agrawal, Managing Director and Naveen Prakash Sharma, CEO of Gravita India Limited, hereby declare that all the

members of the Board of Directors and the Senior Management Personnel have affirmed compliance with the Code of Conduct of

the Company, applicable to them as laid down by the Board of Directors in terms of Schedule V of SEBI (LODR) Regulations, 2015,

for the year ended 31st March 2016.

For Gravita India Limited For Gravita India Limited

Sd/- Sd/-

Date: 15th April, 2016 Naveen Prakash Sharma Rajat Agrawal Place: Jaipur (CEO) (Managing Director)



GRAVITA

64

CEO/CFO CertificationDate: 17th June, 2016

To

The Board of DirectorsGravita India LimitedJaipur

We, Rajat Agrawal, Managing Director, Naveen Prakash Sharma, CEO and Sunil Kansal, CFO of the Company, hereby certify to

the Board that:

A. We have reviewed financial statements and the cash flow statement for the year ended 31st March,2016 and that to the best

of our knowledge and belief:

1. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might

be misleading;

2. These statements together present a true a fair view of the company’s affairs and are in compliance with existing Accounting

Standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are

fraudulent, illegal or violative of the company’s Code of Conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated

the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the

auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are

aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the Auditors and the Audit committee:

1. Significant changes in internal control over financial reporting during the year;

2. Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the

financial statements; and

3. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or

any employee having a significant role in the company’s internal control system over financial reporting.

For Gravita India Limited For Gravita India Limited For Gravita India Limited

Sd/- Sd/- Sd/-

Rajat Agrawal Naveen Prakash Sharma Sunil Kansal(Managing Director) (Chief Executive Officer) (Chief Financial Officer)

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Corporate Governance Compliance CertificateTo

The Members,


We have examined the compliance of conditions of Corporate Governance by Gravita India Limited, for the year ended on 31st

March 2016, as stipulated in SEBI (LODR), Regulations 2015 and in terms of requirement of the Listing Agreement of the said

Company with BSE Limited (“BSE”) & National Stock Exchange of India Limited (“NSE”).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been limited

to a review of the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions

of the Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the financial

statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representations

made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance

as specified under the applicable regulations of SEBI (LODR), Regulations, 2015 .

We state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency or effectiveness

with which the management has conducted the affairs of the Company.

For P. Pincha & Associates Company Secretaries

Sd/-


Place: Jaipur M.N. No. FCS 5369

Date: 8th June, 2016 C. P. No.:4426

GRAVITA

66

Independent Auditor’s ReportTo

The Members of


Report on the Standalone Financial Statements

We have audited the accompanying standalone financial

statements of GRAVITA INDIA LIMITED (“the Company”),

which comprise the Balance Sheet as at March 31, 2016,

the Statement of Profit and Loss and the Cash Flow Statement

for the year then ended, and a summary of the significant

accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the

matters stated in Section 134(5) of the Companies Act, 2013

(“the Act”) with respect to the preparation of these standalone

financial statements that give a true and fair view of the

financial position, financial performance and cash flows of

the Company in accordance with the accounting principles

generally accepted in India, including the Accounting Standards

prescribed under section 133 of the Act, as applicable.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act

for safeguarding the assets of the Company and for preventing

and detecting frauds and other irregularities; selection and

application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and

design, implementation and maintenance of adequate internal

financial controls, that were operating effectively for ensuring

the accuracy and completeness of the accounting records,

relevant to the preparation and presentation of the financial

statements that give a true and fair view and are free from

material mis-statement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone

financial statements based on our audit.

We have taken into account the provisions of the Act,

the accounting and auditing standards and matters which

are required to be included in the audit report under the

provisions of the Act and the Rules made thereunder and

the Order under section 143 (11) of the Act.

We conducted our audit of the standalone financial statements

in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material mis-statement.

An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the

financial statements. The procedures selected depend on

the auditor’s judgment, including the assessment of the risks

of material mis-statement of the financial statements, whether

due to fraud or error. In making those risk assessments, the

auditor considers internal financial control relevant to the

Company’s preparation of the financial statements that give a

true and fair view in order to design audit procedures that

are appropriate in the circumstances. An audit also includes

evaluating the appropriateness of the accounting policies

used and the reasonableness of the accounting estimates

made by the Company’s Directors, as well as evaluating the

overall presentation of the financial statements.

We believe that the audit evidence obtained by us and the

audit evidence obtained by the other auditors in terms of their

report referred to in Other Matter paragraph below is sufficient

and appropriate to provide a basis for our audit opinion on the

standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash inflows for the year ended on that date.

Other Matter

The standalone financial statements include the Company’s share of net profit of ` 637.97 lacs for the year ended March 31, 2016 in respect of three partnership firms, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management


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and our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of these partnership firms, is based solely on the reports of the other auditors.

Our opinion on the standalone financial statements and our report on other legal and regulatory requirements below is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards prescribed under section 133 of the Act, as applicable.

e) On the basis of the written representations received from the Directors as on March 31, 2016 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2016 from being appointed as a Director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report

expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of

pending litigations on its financial position

in its financial statements - Refer Note 29

to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses -Refer Note 44 to the financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company- Refer Note 45 to the financial statements.

2. As required by the Companies (Auditor’s Report) Order,

2016 (“the Order”) issued by the Central Government

in terms of Section 143(11) of the Act, we give in

“Annexure B” a statement on the matters specified in

paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS

Chartered Accountants

(Firm’s Registration No. 015125N)

Sd/-

Vijay Agarwal

(Partner)

(Membership No. 094468)

Place: Jaipur Date: May 14, 2016

GRAVITA

68

Annexure “A” to the Independent Auditor’s Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial

reporting of GRAVITA INDIA LIMITED (“the Company”)

as of March 31, 2016 in conjunction with our audit of the

standalone financial statements of the Company for the year

ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing

and maintaining internal financial controls based on the

internal control over financial reporting criteria established by

the Company considering the essential components of internal

control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of

Chartered Accountants of India. These responsibilities include

the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for

ensuring the orderly and efficient conduct of its business,

including adherence to Company’s policies, the safeguarding

of its assets, the prevention and detection of frauds and errors,

the accuracy and completeness of the accounting records,

and the timely preparation of reliable financial information, as

required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company’s

internal financial controls over financial reporting based on our

audit. We conducted our audit in accordance with the Guidance

Note on Audit of Internal Financial Controls Over Financial

Reporting (the “Guidance Note”) issued by the Institute of

Chartered Accountants of India and the Standards on Auditing

prescribed under Section 143(10) of the Companies Act,

2013, to the extent applicable to an audit of internal financial

controls. Those Standards and the Guidance Note require that

we comply with ethical requirements and plan and perform

the audit to obtain reasonable assurance about whether

adequate internal financial controls over financial reporting

was established and maintained and if such controls operated

effectively in all material respects.

Our audit involves performing procedures to obtain audit

evidence about the adequacy of the internal financial controls

system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting

included obtaining an understanding of internal financial

controls over financial reporting, assessing the risk that a

material weakness exists, and testing and evaluating the

design and operating effectiveness of internal control based

on the assessed risk. The procedures selected depend on the

auditor’s judgement, including the assessment of the risks of

material mis-statement of the financial statements, whether

due to fraud or error.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our audit

opinion on the Company’s internal financial controls system

over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is

a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance

with generally accepted accounting principles. A Company’s

internal financial control over financial reporting includes those

policies and procedures that (1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of the assets of the

Company; (2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the Company

are being made only in accordance with authorisations

of Management and Directors of the Company; and (3)

provide reasonable assurance regarding prevention or timely

detection of unauthorised acquisition, use, or disposition of

the Company’s assets that could have a material effect on the

financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial

controls over financial reporting, including the possibility

of collusion or improper management override of controls,

material mis-statements due to error or fraud may occur and


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not be detected. Also, projections of any evaluation of the

internal financial controls over financial reporting to future

periods are subject to the risk that the internal financial control

over financial reporting may become inadequate because of

changes in conditions, or that the degree of compliance with

the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to

the explanations given to us, the Company has, in all material

respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over

financial reporting were operating effectively as at March 31,

2016, based on the internal control over financial reporting

criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting

issued by the Institute of Chartered Accountants of India.




Sd/-

Vijay Agarwal

Place: Jaipur (Partner)

Date: May 14, 2016 (Membership No. 094468)

GRAVITA

70

Annexure “B” to the Independent Auditor’s Report(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and the records examined by us in respect of freehold land disclosed as fixed assets in the financial statement whose title deeds have been pledged as security for loans, are held in the name of the Company based on the confirmation received by us from “SBI Bank” corporate loan and working capital term loan lender.

(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

(c) There are no dues of Customs Duty and Service Tax which have not been deposited as on March 31, 2016 on account of disputes. Details of dues of Income-tax ,Sales tax, Value Added Tax and Excise Duty which have not been deposited as on March 31, 2016 on account of disputes are given below:

Name of Statute Nature of Dues Forum where Dispute is pending

Period to which the amount relates

Amount Involved* (` in lacs)

Amount Unpaid (` in lacs)

Income Tax Act, 1961 Income tax Appellate authority upto Commissioner level

2007-08 to 2012-13

51.53 31.46

Central Excise Act, 1944 Excise DutyAppellate Authority upto Commissioner level

2009-10 1.68 -

The Rajasthan Value Added Tax Act, 2003 Value Added Tax Appellate Authority upto

Commissioner level2011-12 4.54 4.54

*Amount as per demand orders including interest and penalty wherever quantified in the order.


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(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or Directors of its subsidiary companies or persons connected with them and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company has not taken any loan or borrowing from financial institutions and government and has not issued any debentures.

(ix) In our opinion and according to the information and explanations given to us, money raised by way of the term loans have been applied by the Company during the year for the purposes for which they were raised. The Company has not raised amount by way of initial public offer/ further public offer (including debt instruments) during the year.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.




Sd/-

Vijay Agarwal

Date: May 14, 2016 (Partner)

Place: Jaipur (Membership No. 094468)

GRAVITA

72

( ` in Lacs)

NotesAs at

March 31st, 2016As at

March 31st, 2015Equity and LiabilitiesShareholders fundsShare capital 2 1,367.36 1,365.09 Reserves and surplus 3 7,850.96 7,627.36

9,218.32 8,992.45 Non-current liabilitiesLong-term borrowings 4 629.33 146.77Long-term provisions 6 77.02 65.50

706.35 212.27 Current liabilitiesShort-term borrowings 7 8,711.27 8,067.83 Trade payables 8 Outstanding other than micro and small enterprises 814.28 927.69Other current liabilities 9 352.93 1,200.42 Short-term provisions 10 173.15 163.34

10,051.63 10,359.28TOTAL 19,976.30 19,564.00

AssetsNon-current assetsFixed assets 11 Tangible assets 3,678.24 3,573.71 Intangible assets 109.42 85.78 Capital work-in-progress 1,227.79 299.60

5,015.45 3,959.09 Non-current investments 12 1,430.34 1,553.38 Deferred tax assets (net) 5 197.21 197.21Long-term loans and advances 13 573.28 429.09Other non-current assets 14 457.65 680.83

7,673.93 6,819.60Current assetsCurrent investments 15 1,288.47 1,186.71 Inventories 16 5,173.92 6,259.15Trade receivables 17 2,920.97 2,128.39Cash and cash equivalents 18 67.37 131.04 Short-term loans and advances 19 2,828.45 2,184.03 Other current assets 20 23.19 855.08

12,302.37 12,744.40TOTAL 19,976.30 19,564.00 See accompanying notes forming part of the financial statements 1-47

In terms of our report attached

For Deloitte Haskins & Sells For and on behalf of the Board of DirectorsChartered Accountants

Vijay Agarwal Rajat Agrawal Dr. M. P. AgarwalPartner (Managing Director) (Chairman)

Place: Jaipur Sunil Kansal Leena JainDate: May 14, 2016 (Chief Financial Officer) (Company Secretary)

Balance Sheet as at March 31, 2016


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( ` in Lacs)

Notes For the year ended March 31, 2016

For the year endedMarch 31, 2015

Income

Revenue from operations (gross) 21 36,977.73 34,636.70

Less : Excise duty 1,593.71 1,238.80

Revenue from operations (net) 35,384.02 33,397.90

Other income 22 410.62 709.48

Total revenue (I) 35,794.64 34,107.38

Expenses

Cost of materials consumed 23 18,177.90 18,484.76

Purchase of stock-in-trade (traded goods) 24 12,833.01 12,327.56

Changes in inventories of finished goods, work-in-progress and stock-in-trade

25 426.68 (906.88)

Employee benefits expenses 26 1,537.07 1,549.23

Finance costs 27 682.31 841.23

Depreciation and amortisation expenses 11 292.01 285.54

Other expenses 28 1,523.41 1,358.05

Total expenses (II) 35,472.39 33,939.49

Profit Before Tax (I - II) 322.25 167.89

Less: Tax expense

Current tax - -

Excess provision for tax relating to earlier years written back (4.31) (30.99)

Net current tax expense (4.31) (30.99)

Deferred tax - (312.34)

Net tax expense (4.31) (343.33)

Profit After Tax 326.56 511.22

Earnings per share of face value of ` 2

Basic (in `) 40 0.48 0.75

Diluted (in `) 0.47 0.75

See accompanying notes forming part of the financial statements 1-47


For and on behalf of the Board of DirectorsFor Deloitte Haskins & SellsChartered Accountants

Vijay Agarwal Rajat Agrawal Dr. M. P. AgarwalPartner (Managing Director) (Chairman)

Place: Jaipur Sunil Kansal Leena Jain

Date: May 14, 2016 (Chief Financial Officer) (Company Secretary)

Statement of Profit and Loss for the year ended March 31, 2016

GRAVITA

74

Cash Flow Statement for the year ended March 31, 2016 (` in Lacs)



A. Cash flow from Operating Activities

Profit before tax 322.25 167.89

Adjustments for:

Depreciation and amortisation expense 292.01 285.54

Non-current investments in subsidiaries written off - 5.55

Provision/ written off for doubtful trade receivables, loans and advances

155.83 4.91

Provision for loss on sale of fixed asset - 43.04

Liabilities no longer required written back (advance from customers forfeited)

- (148.16)

Loss on fixed assets discarded/ scrapped / written off 56.92 2.76

Profit on sale of long term trade Investment in subsidiary company (refer note 46)

(252.98) -

Expense on employee stock option (ESOP) scheme 66.31 25.51

Finance costs 682.31 841.23

Interest income (93.49) (163.43)

906.91 896.95

Operating profit before working capital changes

Changes in working capital

Adjustments for (increase) / decrease in operating assets:

Inventories 1,085.23 (2,659.57)

Trade receivables (792.58) 1,308.19

Short-term loans and advances (800.25) (268.61)

Long-term loans and advances (5.75) 233.38

Other current assets 265.65 305.10

Adjustments for increase / (decrease) in operating liabilities:

Long-term provisions 11.52 6.30

Trade payables (113.41) (280.10)

Other current liabilities (160.00) 157.03

Short-term provisions 4.83 (40.55)

(504.76) (1,238.83)

Cash generated from operations 724.40 (173.99)

Net income tax paid/ (refunds) 19.21 (25.49)

Net cash flow from / (used in) operating activities (A) 705.19 (148.50)


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B. Cash flow from Investing Activities

Capital expenditure on fixed assets, including capital advances

(1,563.56) (403.59)

Proceeds from sale of fixed assets 514.59 8.50

Investment in Non current trade investment (1.02) (0.98)

Proceeds from sale of long term trade Investment in subsidiary company

377.04 -

Bank balances not considered as Cash and cash equivalents ((placed)/matured)

(1.90) 0.03

Proceeds from Investment in non-current fixed deposits 241.23 47.84

Increase in current trade investments (101.76) (572.03)

Interest received 128.93 144.90

Net cash used in investing activities (B) (406.45) (775.33)

C. Cash flow from Financing Activities

Proceeds from issue of equity shares 2.27 1.59

Proceeds from long-term borrowings 720.50 45.47

Repayment of long-term borrowings (886.21) (627.40)

Proceeds from short-term borrowings (net) 643.44 2,788.74

Finance costs (681.92) (859.46)

Dividend paid (including tax on dividend) (162.39) (400.43)

Net cash flow (used in)/ from financing activities (C) (364.31) 948.51

Net (decrease)/increase in cash and cash equivalents (A+B+C)

(65.57) 24.68

Cash and cash equivalents at the beginning of the year 128.26 103.58

Cash and cash equivalents at the end of the year (refer note 18)

62.69 128.26


For Deloitte Haskins & Sells For and on behalf of the Board of Directors


Vijay Agarwal Rajat Agrawal Dr. M. P. Agarwal

Partner (Managing Director) (Chairman)



Cash Flow Statement [contd.] for the year ended March 31, 2016 ( ` in Lacs)

GRAVITA

76

Notes forming part of Financial Statements

for the year ended March 31, 2016

Corporate InformationGravita India Limited (‘the Company’) is a public company incorporated under the provisions of the Companies Act, 1956. Their

business operations currently encompass three business areas – Lead processing, trade (Lead products and Aluminum scrap) and

dealings in Lead and Turn-key Lead Recycling projects. The Company carry out smelting of Lead battery scrap / Lead concentrate

to produce secondary Lead metal, which is further transformed into Pure Lead, specific Lead Alloy, Lead Oxides (Lead Sub-Oxide,

Red Lead, and Litharge) and Lead products like Lead Sheets, Lead Powder, Lead Shot, etc. The Company has Lead processing unit

at Jaipur (Rajasthan) and Bhuj (Gujarat), trading unit at Vishwa Karma Industrial Area, Jaipur and Turn-key Lead Recycling unit at

SEZ, Jaipur (Rajasthan).

Note 1: Significant Accounting Policies

a) Basis of Accounting and Preparation of Financial Statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles

in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013 as

applicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting

policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

b) Use of Estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and

assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported

income and expenses during the year. The Management believes that the estimates used in preparation of the financial

statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the

actual results and the estimates are recognised in the periods in which the results are known / materialise.

c) Inventories

Inventories are valued at the lower of cost (moving weighted average basis) and the net realisable value after providing for

obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods to the point of

sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include

appropriate proportion of overheads and where applicable, excise duty,

d) Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of non-

cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing

and financing activities of the Company are segregated based on the available information.

e) Cash and Cash Equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original

maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known

amounts of cash and which are subject to insignificant risk of changes in value.

f) Fixed Assets (Tangible / Intangible)

Fixed assets are carried at cost less accumulated depreciation / amortisation and impairment losses, if any. The cost of fixed

assets comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than

those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for

its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets up

to the date the asset is ready for its intended use.

http://www.gravitaindia.com/lead-metal.html

http://www.gravitaindia.com/refinedlead.html

http://www.gravitaindia.com/lead-alloys.html

http://www.gravitaindia.com/leadproducts.html

http://www.gravitaindia.com/leadsheets.html

http://www.gravitaindia.com/leadpipe.html

http://www.gravitaindia.com/Lead.html


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Fixed assets retired from active use and held for sale are stated at the lower of their net book value and net realisable value

and are disclosed separately under other current assets.

Capital work-in-progress:

Assets are not ready for their intended use and other capital work-in-progress are carried at cost, comprising direct cost and

related incidental expenses.

g) Depreciation and Amortisation

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.

Depreciation on fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to

the Companies Act, 2013 except on the following categories of assets:

(i) Assets costing up to ` 5,000/- are fully depreciated in the year of acquisition.

(ii) Leasehold land and leasehold improvements are amortised over the primary period of lease.

(iii) Intangible assets are amortised over their useful life of 5 years.

h) Revenue Recognition

Revenue from Operations:

• Sale and operating income includes sale of products, services, profit from partnership firms, income from job work

services, export incentives, etc.

• Sale of goods are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of ownership

to the buyer. Sales include excise duty but exclude sales tax and value added tax.

• Sale of services are recognised when services are rendered and related costs are incurred.

• Profit from partnership firms which are in the same line of operation is considered as operating Income.

• Revenue from job work services is recognised based on the services rendered in accordance with the terms of contracts.

• Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving

the same.

Other Income:• Interest income is recognised on time proportion basis taking into account the amount outstanding and the rate applicable.

• Dividend income is recognised when right to receive is established.

• Rent income is booked as per terms of contracts.

i) Foreign Currency Transactions and Translations

Initial Recognition:

Foreign currency transactions are recorded at the rates of exchange prevailing on the date of the transactions.

Translations:

Monetary items denominated in foreign currencies at the year end are restated at year end rates. Non-monetary items which

are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of

the transactions; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign

currency are reported using the exchange rates that existed when the values were determined.

Notes forming part of Financial Statements [contd.]


GRAVITA

78

Treatment of Exchange Differences:

Exchange differences arising on the settlement of monetary items or on restatement of the company’s monetary items at rates

different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised

as income or expense in the Statement of Profit and Loss.

j) Investments

Long-term investments are carried individually at cost less provision for diminution, other than temporary, in the value of

such investments. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include

acquisition charges such as brokerage, fees and duties.

k) Employee Benefits

Employee benefits include Provident Fund, Employee State Insurance Scheme, Gratuity Fund and Compensated Absences.

Defined Contribution Plans

The Company’s contribution to Provident Fund and Employee State Insurance Scheme are considered as defined contribution

plans and are charged as an expense based on the amount of contribution required to be made and when services are

rendered by the employees.

Defined Benefit Plans

For defined benefit plans in the form of Gratuity Fund, the cost of providing benefits is determined using the Projected

Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Actuarial gains and losses are

recognised in the Statement of Profit and Loss in the period in which they occur. Past service cost is recognised immediately

to the extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average period

until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present

value of the defined benefit obligation as adjusted for unrecognized past service cost, as reduced by the fair value of scheme

assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and

reductions in future contributions to the schemes.

Short-Term Employee Benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by

employees are recognised during the year when the employees render the service. These benefits include performance

incentive and compensated absences which are expected to occur within twelve months after the end of the period in which

the employee renders the related service.

The cost of short-term compensated absences is accounted as under:

a. In case of accumulated compensated absences, when employees render the services that increase their entitlement of

future compensated absences; and

b. In case of non-accumulating compensated absences, when the absences occur.

Long-Term Employee Benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the

employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the

balance sheet date less the fair value of the plan assets out of which the obligations are expected to be settled.




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l) Leases

Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are

recognised as operating leases. Lease rentals under operating leases are recognised in the Statement of Profit and Loss on a

straight-line basis.

m) Earnings Per Share

Basic earnings per share is computed by dividing the Profit After Tax by the weighted average number of equity shares

outstanding during the year. Diluted earnings per share is computed by dividing the profit after tax as adjusted for dividend,

interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares,

by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average

number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity

shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share. Potential

dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later

date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair

value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for

each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse

share splits and bonus shares, as appropriate.

n) Employee Share Based Payments

Equity settled stock options granted under “Gravita Employee Stock Option Scheme” are accounted for under the intrinsic

value method as per the accounting treatment prescribed by Employee Stock Option Scheme and Employee Stock Purchase

Guidelines, 1999, issued by Securities and Exchange Board of India and the Guidance Note on Employee Share based

Payments issued by the Institute of Chartered Accountants of India.

o) Borrowing Costs

Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency

borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of

funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss.

Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities

relating to construction of the qualifying asset upto the date of capitalisation of such asset are added to the cost of the assets.

Capitalisation of borrowing costs is suspended and charged to the Statement of Profit and Loss during extended periods when

active development activity on the qualifying assets is interrupted.

p) Taxes on Income

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions

of the Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of

adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay

normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic

benefit associated with it will flow to the Company.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income

that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using

the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recognised

for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation

and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available



GRAVITA

80

against which these can be realised. However, if there are unabsorbed depreciation and carry forward of losses, deferred tax

assets are recognised only if there is virtual certainty supported by convincing evidence that there will be sufficient future

taxable income available to realise the assets. Deferred tax assets and liabilities are offset if such items relate to taxes on

income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax

assets are reviewed at each balance sheet date for their realisability.

q) Impairment of Assets

The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment. If any indication

of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount

of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value

in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount

factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists

or may have decreased such reversal of impairment loss is recognised in the Statement of Profit and Loss.

r) Provisions and Contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an

outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions

(excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate

required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to

reflect the current best estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are not recognised in the

financial statements.

s) Derivatives and Commodity Hedging Transactions

In order to hedge its exposure to foreign exchange and commodity price risks, the Company enters into forward, option,

and other derivative financial instruments. The Company neither holds nor issues any derivative financial instruments for

speculative purposes.

Derivative financial instruments are initially recorded at their fair value on the date of the derivative transaction and are re-

measured at their fair value at subsequent balance sheet dates.

t) Operating Cycle

Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their

realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of

classification of its assets and liabilities as current and non-current.




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Note 2: Share Capital (` in Lacs)

As atMarch 31, 2016

As at March 31, 2015

Authorised share capital

75,000,000 (Previous year 75,000,000) equity shares of ` 2 each 1,500.00 1,500.00

Issued, subscribed and paid up capital

68,368,099 (Previous year 68,254,578) equity shares of ` 2 each fully paid up 1,367.36 1,365.09

1,367.36 1,365.09

Notes:

(a) Reconciliation of the number of shares outstanding at the beginning and at the end of the year

Equity Shares As at March 31, 2016 As at March 31, 2015

Number of shares

(` in Lacs) Number of shares

(` in lacs)

At the beginning of the year 68,254,578 1,365.09 68,175,166 1,363.50

Add: Issued during the year - ESOP 113,521 2.27 79,412 1.59

Outstanding at the end of the year 68,368,099 1,367.36 68,254,578 1,365.09

(b) Terms /rights attached to equity shares

The Company has only one class of shares referred to as equity shares having a face value of ` 2 per share. Each equity

shareholder is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The final dividend

proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting,

except in the case of interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the

Company, after distribution of all preferential amounts.

(c) Details of shareholders holding more than 5% equity shares in the Company

As at March 31, 2016 As at March 31, 2015

Name of the shareholders No. of shares held

% holding No. of shares held

% holding

Mr. Rajat Agrawal 32,677,725 47.80 32,677,725 47.88

Dr. M. P. Agarwal 13,673,325 20.00 13,673,325 20.03

Smt. Shashi Agarwal 3,674,700 5.37 3,674,700 5.38

GRAVITA

82

(d) Shares reserved for issuance under options

The members of the Company at its Annual General Meeting held on July 27, 2011 had approved the issue of Stock Options

to eligible employees/Directors of the Company and its subsidiaries. Accordingly, the Board at their meeting held on August 10,

2011 approved the “Gravita ESOP 2011” Scheme. A Compensation Committee was formed to govern the Gravita ESOP 2011

Scheme which has approved first, second, third and forth grant of options on September 23, 2011, July 5, 2012, July 1, 2013

and April 1, 2015 respectively. Details are as follows:

First grant Second grant Third grant Fourth grant

Grant Date September 23, 2011 July 5, 2012 July 1, 2013 April 1, 2015

Grant effective from October 1, 2011 July 5, 2012 July 1, 2013 April 1, 2015

Exercisable period 5 years 5 years 5 years 5 years

Option Granted 4,00,380 31,000 3,68,500 5,00,000

Exercise price ` 2 per share ` 2 per share ` 2 per share ` 2 per share

Movement in stock options:


Options outstanding at the beginning of the year

56,972 19,250 2,98,325 -

(1,37,229) (24,750) (3,53,500) (-)

New options issued during the year - - - 5,00,000

(-) (-) (-) (-)

Options exercised during the year 73,421 8,250 31,850 -

(56,737)

(5,500)

(17,175) (-)

Lapsed/ forfeited during the year (17,389)

-

6,800

47,500

(23,520) (-)

(38,000) (-)

Options outstanding at the end of the year

940 11,000 2,59,675 4,52,500

(56,972)

(19,250)

(2,98,325) (-)

Note 3: Reserves and Surplus ( ` in Lacs)



Securities premium account

Opening balance 3,992.98 3,937.53

Add: Premium on shares issued during the year 75.59 55.45

Closing balance 4,068.57 3,992.98 Share options outstanding account

Opening balance 91.33 121.27

Add: Amounts recorded on grants /cancellations during the year 66.31 25.51

Less: Transferred to securities premium account on exercise 75.59 55.45

Closing balance 82.05 91.33




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( ` in Lacs)



General reserve


Add: Transferred from surplus in Statement of Profit and Loss - -


Surplus in Statement of Profit and Loss


Less: Depreciation on transition to Schedule II of the Companies Act, 2013 on

tangible fixed assets with nil remaining useful life (Net of deferred tax)

- 22.57

Add: Profit for the year 326.56 511.22

Less: Appropriations

Proposed final dividend (Amount per share ` 0.20 (previous year ` 0.20)) 136.83 136.51

Income tax on proposed final dividend 32.44 27.42

Closing balance 3,182.44 3,025.15

7,850.96 7,627.36

Note 4: Long-Term Borrowings ( ` in Lacs)

Non-current portion Current maturities





Secured

Term loans

- Vehicles Loans from Banks # 39.59 24.56 22.29 28.60

- Corporate Loan (I and II) # # 589.74 - 71.63 -

- Foreign currency loan ### - 122.21 - 713.59

629.33 146.77 93.92 742.19

Less: Amount transferred to other current liabilities (refer note 9) - - 93.92 742.19

629.33 146.77 - -

Notes:

# Vehicle loan from banks carry interest ranging from 9.57% p.a. to 10.82% p.a. The loans are secured by way of hypothecation of vehicles and repayable in equal monthly installments over a period of 3 to 5 years.

## Corporate loan-I of ` 372.08 lacs (Previous Year Nil) with currency swing option @ 6months @ LIBOR +3.25% p.a. on

fully hedged basis, repayable in 23 quarterly installments commencing from 31.03.2016 and ending on 30.09.2021. The

Company has opted for the currency swing option for ` 380 Lacs only and has converted into loan of equivalent to USD

575,000.



GRAVITA

84

a) First pari-passu charge over the entire current assets of the Company including raw material, stock in process, finished goods including stocks in transit and those lying in godowns, ports, etc. and book debts (both present and future), along with other banks.

b) Second charge over the entire fixed assets of the Company both present and future (including Equitable Mortgage (EM) of properties disclosed under Note-7) excluding vehicles and entire assets situated at Plot No. P.A. 011-66, Light Engineering Zone, Mahindra World City - Sez, Jaipur and assets of proposed Chittoor plant.

## Corporate loan II of ` 289.29 lacs (Previous Year Nil) with currency swing option @ 6months @ LIBOR +3.25% p.a. on fully hedged basis. The company do not opted for currency swing as the last disbursement date was 31st March, 2016. The Rupee loan carry interest rate 11.95% p.a. The loan is repayable in 23 quarterly installments commencing from 31.03.2016 and ending on 30.09.2021. The loan is secured by way of following:

a) First pari-passu charge along with other member bank over the entire fixed assets of the company both present and future (including Equitable Mortgage (EM) of properties disclosed under Note-7) excluding vehicles and entire assets situated at Plot No. P.A. 011-66, Light Engineering Zone, Mahindra World City - Sez, Jaipur and assets of proposed Chittoor plant.

b) First pari-passu charge by way of equitable mortgage of flat no. 203, on first floor in Rajputana Tower situated at Plot No. A-27-B, Tilak Nagar, Shanti Path, Jaipur of Managing Director Mr. Rajat Agrawal.

c) First pari-passu charge by way of equitable mortgage of land and house HIG, SFS Block 3, Plot No 90, HIG, Mansarovar, Jaipur of Gravita Impex Private Limited.

d) Second charge on the entire current assets of the Company, both present and future.

### The Foreign currency loan in the previous year was secured by way of following:

a) Pledge of liquid investments in fixed deposits.

b) Second charge on entire current assets and fixed assets including immovable property of the Company except immovable property situated at Plot No. P.A. 011-066, Light Engineering Zone, Mahindra World, City - SEZ, Jaipur.

c) Mortgage of Flat No. 402 in Gravita Tower, A-27-B, Tilak Nagar, Shanti Path, Jaipur of Managing Director Mr. Rajat Agrawal.

d) Extension of charge on the fixed assets including immovable property situated at Plot No. P.A. 011-066, Light Engineering Zone, Mahindra World, City - SEZ, Jaipur.

e) Corporate guarantee of M/s Gravita Infotech (formerly known as M/s Gravita Technomech).

f) Personal guarantee of Managing Director Mr. Rajat Agrawal.

Note 5: Deferred Tax Liabilities/ (Assets) ( ` in Lacs)


Tax effect of items constituting deferred tax liabilities

Difference between book balance and tax balance of fixed assets 222.80 210.35

Less: Tax effect of items constituting deferred tax assets

Accrued expenses deductible on payments 35.27 32.34

Provision for doubtful receivables, loans and advances 61.02 35.94

Unabsorbed depreciation/ Business losses carried forward# 323.72 339.28

(197.21) (197.21)

# The Company has recognised deferred tax asset on unabsorbed depreciation and carried forward business losses based on the management’s estimates and future projections.




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Note 6: Long-Term Provisions ( ` in Lacs)


Provision for employee benefits

- Provision for compensated absences 25.30 25.60

- Provision for Gratuity (payable to fund) 51.72 39.90

77.02 65.50

Note 7: Short-Term Borrowings ( ` in Lacs)


Secured

Loans repayable on demand from banks #

Cash credit / overdraft 3,152.46 2,007.49

Packing credit 3,206.11 4,663.68

Foreign currency loans - buyers credit 2,352.70 1,396.66

8,711.27 8,067.83

Notes:

# Loans repayable on demand are secured by way of:

a) First pari-passu charge over the entire current assets of the Company including raw material, stock in process, finished

goods including stocks in transit and those lying in godowns, ports, etc and book debts (both present and future).

b) First pari-passu charge on the entire fixed assets of the Company both present and future, excluding vehicles and entire

assets situated at Plot No. P.A. 011-66, Light Engineering Zone, Mahindra World City - Sez, Jaipur and assets of proposed

chittoor plant, but including the following:

(i) Flat no. 302, 401, 403 in Gravita Tower, A-27-B, Tilak Nagar, Shanti Path, Jaipur.

(ii) Land and building at Jai Chand ka Bas, Diggi Malpura Road, Phagi, Jaipur.

c) First pari-passu charge on the following other assets:

(i) Land and house at 3/90, HIG, Mansarovar, Jaipur of Gravita Impex Private Limited (related party).

(ii) Flat no. 203 in Gravita Tower, A-27-B, Tilak Nagar, Shanti Path, Jaipur of Managing Director Mr. Rajat Agrawal.

d) Personal guarantee of Managing Director Mr. Rajat Agrawal.

e) Corporate guarantee of M/s Gravita Impex Private Limited (related party).

Note 8: Trade Payables ( ` in Lacs)



Trade payables other than micro and small enterprises (other than acceptances) # 814.28 927.69

814.28 927.69

# Based on the information available with the Company, no suppliers have been identified, who are registered under the Micro, Small and Medium Enterprise Development Act, 2006. Further, the Company has not received any claim of interest from any supplier under the said Act.



GRAVITA

86

Note 9: Other Current Liabilities ( ` in Lacs)



Current maturities of long-term debt (refer note 4) 93.92 742.19

Interest accrued but not due on borrowings 8.91 8.52

Unclaimed equity share application money 2.19 2.19

Unclaimed dividends 2.49 0.59

Other payables

Statutory remittances # 36.52 8.72

Payables on purchase of fixed assets 11.39 52.90

Advance from customers 197.51 385.31

352.93 1,200.42

# Include contribution to Provident Fund and ESI, Withholding Taxes, Sales Tax (including Work Contract Tax), Service Tax and Professional Tax.

Note 10: Short-Term Provisions ( ` in Lacs)




Provision for compensated absences 8.46 3.63

Other provisions

Provision for proposed equity dividend 136.83 136.51

Provision for tax on proposed dividend 27.86 23.20

173.15 163.34




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GRAVITA

88

Note 12: Non-Current Investments (At cost as reduced by permanent diminution in value) (` in Lacs)



Trade

Investment in equity instruments (unquoted) of subsidiary companies

Gravita Infotech Limited ( Formerly known as M/s Gravita Exim Limited) 26.09 26.09

(200,000 (Previous year 200,000) equity shares of ` 10 each fully paid up)

Gravita Ghana Limited 123.66 123.66

(314,363 (Previous year 314,363) equity shares of GHC 1 each fully paid up)

Gravita Mozambique LDA - 124.06

(Nil (Previous year 7,618,800) equity shares of MZN 1 each fully paid up)

Gravita Global Pte Limited 728.60 728.60

(1,345,000 (Previous year 1,345,000) equity shares of USD 1 each fully paid up)

Investment in partnership firms (refer note below)

M/s Gravita Metals # 380.00 380.00

M/s Gravita Metal Inc ## 95.00 95.00

M/s Gravita Infotech (Formerly known as M/s Gravita Technomech) ### 0.98 0.98

Investment in limited liability partnership (LLP) ####

M/s Recycling Infotech LLP (Incorporated on December 2, 2015) 1.02 -

Other investments (unquoted)

National saving certificates pledged with Government Authorities 0.03 0.03

1,355.38 1,478.42

Other investments

Investment in equity instruments (unquoted) of subsidiary companies

Noble Build Estate Private Limited 74.96 74.96

(19,990 (Previous year 19,990) equity Shares of ` 10 each fully paid up)

74.96 74.96

Aggregate amount of unquoted investments 1,430.34 1,553.38

Note: Other details relating to investment in partnership firms

# Investment in M/s Gravita Metals

Name of the partner and share in profits (in %)

Gravita India Limited 95.00% 95.00%

Gravita Infotech Limited ( Formerly known as M/s Gravita Exim Limited) 5.00% 5.00%

Total capital of the firm (` in Lacs) 400.00 400.00

## Investment in M/s Gravita Metal Inc








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### Investment in M/s Gravita Infotech (Formerly known as M/s Gravita Technomech)





#### Investment in M/s Recycling Infotech LLP


Gravita India Limited 51.00% -

Gravita Infotech Limited ( Formerly known as M/s Gravita Exim Limited) 49.00% -

Total capital of the firm ( ` in Lacs) 2.00 -

Note 13: Long-Term Loans and Advances (Unsecured, considered good unless otherwise stated) ( ` in Lacs)



Loans and advances to related parties (refer note 38(h)) 200.00 464.44

Less: Current maturities transferred to other current assets (refer note 20) - 264.44

200.00 200.00

Security deposits 37.78 30.68

Capital advances 114.92 -

Minimum alternate tax credit entitlement 94.04 94.04

Advance income tax (net of provision for taxation ` Nil (previous year ` Nil) 123.31 99.79

Prepaid expenses 3.23 4.58

573.28 429.09

Note 14: Other Non-Current Assets ( ` in Lacs)



Fixed deposits # 394.61 635.84

Interest accrued but not due on loans and advances to related parties (refer note 38(h))

63.04 44.99

457.65 680.83

# Represent lien with banks and financial institution and are restricted from being exchanged or used to settle a liability.


for the year ended March 31, 2016 (` in Lacs)

GRAVITA

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Note 15: Current Investments ( ` in Lacs)



Investment in partnership firms (trade) #

M/s Gravita Metals 617.04 146.08

M/s Gravita Metal Inc 624.94 1,027.90

M/s Gravita Infotech (Formerly known as M/s Gravita Technomech) 46.49 12.73

1,288.47 1,186.71

Aggregate amount of quoted Investments - -

Aggregate market value of quoted Investments - -

Aggregate amount of unquoted Investments 1,288.47 1,186.71# As current capital account is covered by partnership deed, the closing balance in current capital account has been disclosed as current investments.

Note 16: Inventories (At lower of cost and net realisable value) ( ` in Lacs)



Raw material 941.79 1,494.52

Goods in transit 1,602.86 1,698.70

2,544.65 3,193.22

Work-in-progress 1,126.64 1,013.06

Finished goods (other than those acquired for trading) 420.31 957.20

Goods in transit 240.93 251.29

661.24 1,208.49

Stock-in-trade (acquired for trading) 260.83 351.12


661.29 654.30

Stores and spares 107.22 109.65

Consumables 72.88 80.43

5,173.92 6,259.15

Note 17: Trade Receivables ( ` in Lacs)



Trade receivables outstanding for a period exceeding six months from the date they are due for payment

Unsecured, considered good 133.62 21.91

Doubtful 106.22 103.27

239.84 125.18

Less: Provision for doubtful trade receivables 106.22 103.27

133.62 21.91

Other trade receivables

Unsecured, considered good 2,787.35 2,106.48

2,920.97 2,128.39




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Note 18: Cash and Cash Equivalents ## ( ` in Lacs)



Cash in hand 8.93 11.81

Remittance in transit /cheques in hand 53.20 -

Balances with banks:

in current accounts 0.56 116.45

in earmarked accounts #


Unclaimed dividend account 2.49 0.59

67.37 131.04

Notes:

# Balances with banks in earmarked accounts include balances that can be utilised

only towards settlement of unclaimed dividend/ share application money.

## Of the above, the balances that meet the definition of cash and cash equivalents

as per Accounting Standard 3 “Cash Flow Statements” is

62.69 128.26

Note 19: Short-Term Loans and Advances (Unsecured, considered good unless otherwise stated) ( ` in Lacs)




Loans and advances to related parties (refer note 38(h)) 1,334.11 349.49

Advance to vendors


Doubtful 46.22 5.44

862.79 727.09

Less: Provision for doubtful advances 46.22 5.44

816.57 721.65


Advance to employees including imprest # 14.41 17.98

Balances with government authorities

CENVAT credit receivable 319.77 410.84

VAT credit receivable 185.26 435.62

Service Tax credit receivable 120.31 80.79

Export incentives receivable 2.28 111.50

627.62 1,038.75

Others - -

2,828.45 2,184.03



GRAVITA

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Note 20: Other Current Assets (` in Lacs)



Current maturities of long terms loans and advances to related parties (refer note 13)

- 264.44

Interest accrued but not due on

Deposits 11.33 35.28

Loans and advance to related parties (refer note 38(h)) 0.34 29.88

Fixed assets held for sale 11.52 524.27

Others - 1.21

23.19 855.08

Note 21: Revenue from Operations ( ` in Lacs)



Sale of products (inclusive of excise duty) (refer note (i)) 36,232.27 33,426.11

Sale of services (Technical consultancy) - 1.29

Other operating revenue (refer note (ii)) 745.46 1,209.30

Revenue from operations (Gross) 36,977.73 34,636.70

Less: Excise duty 1,593.71 1,238.80

Revenue from operations (Net) 35,384.02 33,397.90

Notes:

(i) Sale of products comprises

Manufactured goods (refer note (a)) 22,916.77 20,402.72

Traded goods (refer note (b)) 13,315.50 13,023.39

36,232.27 33,426.11

(ii) Other operating revenue comprises

Export incentives 80.92 32.88

Share of profit from partnership firms 637.97 1,160.34

Job work income 26.57 16.08

745.46 1,209.30

(a) Details of manufactured goods sold

Refined Lead Ingots 9,927.20 12,369.23

Lead alloys 10,674.25 6,051.43

Lead value added products 826.60 1,458.02

Remelted Lead Ingots 209.40 173.07

Project Items 777.31 100.65

Others 502.01 250.32

22,916.77 20,402.72




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(b) Details of traded goods sold

Aluminium Scrap 3,788.94 741.91

Remelted Lead Ingots 8,804.81 11,794.92

Copper Scrap 441.70 -

Lead value added products - 335.74

Others 280.05 150.82

13,315.50 13,023.39

Note 22: Other Income ( ` in Lacs)



Interest income on:

Bank deposits 49.65 58.67

Loans and advances (refer note 38(h)) 33.35 84.95

Income tax refunds - 18.79

Others 10.49 1.02

Provision for doubtful trade receivables written back - 10.35

Profit on sale of long term trade Investment in subsidiary company (refer note 46)

252.98 -

Recovery from subsidiaries on non-fulfillment of contractual obligations - 384.44

Liabilities no longer required written back (advance from customers forfeited) - 148.16

Others 64.15 3.10

410.62 709.48

Note 23: Cost of Materials Consumed ## ( ` in Lacs)



Raw materials #

Opening stock 3,193.22 1,489.27

Add: Purchases 16,586.07 19,341.37

Less: Closing stock 941.79 1,494.52

Less: Stock-in-transit 1,602.86 1,698.70

17,234.64 17,637.42

Consumables (including stores and spares) #

Opening stock 190.08 141.34

Add: Purchases 933.28 896.08

Less: Closing stock 180.10 190.08

943.26 847.34

18,177.90 18,484.76


for the year ended March 31, 2016(` in Lacs)

GRAVITA

94

Notes:

# Details of raw materials and consumables consumed

Remelted Lead 6,736.08 7,951.31

Lead scrap 1,924.14 1,703.04

Battery scrap, Battery plate & Powder 8,060.16 5,718.74

Others 1,457.52 3,111.67

18,177.90 18,484.76

## Details of raw materials and consumables consumed as

Indigenous 4,972.34 5,157.25

Imported 13,205.56 13,327.51

18,177.90 18,484.76

Note 24: Purchase of Stock-In-Trade (Traded Goods) ( ` in Lacs)



Details of purchase of stock-in-trade (traded goods) (product-wise)

Remelted Lead Ingots 8,436.32 10,477.60

Refined Lead Ingots - 293.76

Aluminium Scrap 3,466.51 1,070.68

Others 930.18 485.52

12,833.01 12,327.56

Note 25: Changes in Inventories of Finished Goods, Work-In-Progress and Stock-In-Trade ( ` in Lacs)



Inventories at the end of the year (I)

Finished goods 661.24 1,208.49

Work-in-progress # 1,126.64 1,013.06

Stock-in-trade (traded goods) 661.29 654.30

Inventories at the beginning of the year (II) 2,449.17 2,875.85

Finished Goods 1,208.49 954.45

Work-in-progress 1,013.06 274.91


2,875.85 1,968.97

Decrease/ (increase) ((II) - (I)) 426.68 (906.88)

Note:

# Details of inventory of work-in-progress

Refined Lead Ingots 1,035.55 874.50

PP chips 10.37 9.18

Lead value added products 45.12 7.22

Others 35.60 122.16

1,126.64 1,013.06


for the year ended March 31, 2016(` in Lacs)


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Note 26: Employee Benefits Expenses ( ` in Lacs)



Salaries and wages 1,296.81 1,350.29

Contribution to provident and other funds (refer Note 35) 60.15 58.76

Expense on employee stock option (ESOP) scheme (refer Note 2(d)) 66.31 25.51

Staff welfare expenses 113.80 114.67

1,537.07 1,549.23

Note 27: Finance Costs ( ` in Lacs)



Interest expense on:

Borrowings 527.22 741.13

Others # 1.18 1.32

Other borrowing costs 76.22 77.78

Net loss on foreign currency transactions and translation (considered as finance costs)

77.69 21.00

682.31 841.23

# Include interest on delayed payment of income tax ` Nil (previous year ` 0.67 lac).

Note 28: Others Expenses ( ` in Lacs)



Power and fuel 165.86 138.56

Rent 109.44 77.64

Increase of excise duty on inventory 21.29 48.15

Rates and taxes 5.46 5.49

Repairs and maintenance

Plant and machinery 168.42 150.00

Buildings 27.91 31.39

Others 70.74 34.91

Insurance 8.18 9.15

Freight and forwarding 196.18 272.33

Travelling and conveyance 111.42 167.86

Subcontracting - 18.07

Legal and professional 84.45 102.87

Rebate and discount 84.24 45.32

Sales commission 45.45 20.79

Advertising and sales promotion 41.68 24.65



GRAVITA

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Communication 26.28 28.71

Training and recruitment 7.45 9.59

Printing and stationery 4.95 7.08

Donation 15.62 5.26

Payment to auditors:

To statutory auditors

For audit 12.25 12.25

For limited reviews 9.75 9.75

For other services - 0.45

Reimbursement of expenses 0.30 0.30

To cost auditors

For audit 0.50 0.50

Written off/ Provision for doubtful trade receivables, loans and advances 155.83 4.91

Loss on fixed assets discarded/ scrapped / written off 56.92 2.76

Non-current investments in subsidiaries written off - 5.55

Provision for loss on sale of fixed asset - 43.04

Expenditure on Corporate Social Responsibility (refer note 43) 4.45 4.79

Bank charges 77.82 62.69

Miscellaneous Expenses 10.57 13.24

1523.41 1358.05

Note 29: Contingent Liabilities And Commitments ( ` in Lacs)



Contingent liabilities

Corporate guarantee given to banks for loans availed by the following partnership firms

M/s Gravita Metals - 2,275.00

Dues outstanding - 990.02

M/s Gravita Metal Inc 600.00 500.00

Dues outstanding 464.91 342.06

Corporate guarantee given to banks for loans availed by the following subsidiary

Gravita Global Pte Limited - 312.95

Dues outstanding - -

Claims against the Company not acknowledged as debt #

Income Tax 51.53 20.52

Excise Duty/Customs Duty/Service Tax 10.91 20.70

Value Added Tax/Central Sales Tax 4.54 4.54



(` in Lacs)


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# All the matters above other than guarantee given the Company are subject to legal proceedings in the ordinary course of business. The legal proceedings, when ultimately concluded, in the opinion of the management, will not have a material effect on the results of the operations or financial position of the Company.

Details of dues of Income-tax, Service Tax, Excise Duty and Value Added Tax as on March 31, 2016 not deposited/deposited under protest on account of disputes are given below:

Name of statute

Nature of dues

Forum where dispute is pending

Period to which the amount relates

Amount involved* ( ` in lacs)

Amount deposited/held

( ` in lacs)

Income tax Act, 1961

Income TaxAppellate Authority upto

Commissioner level2007-08 to 2012-13

51.53 20.07

Central Excise Act, 1944

Excise DutyAppellate Authority upto

Commissioner level2009-10 1.68 1.68

The Rajasthan Value Added

Tax Act, 2003

Value Add-ed Tax

Appellate Authority upto Commissioner level

2011-12 4.54 -

* includes interest and penalty, wherever applicable.

Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for ( ` in Lacs)

Tangible assets 13.98 8.54

Disclosure related to partnership firms:

The Company’s share in assets, liabilities and other items of partnership firms viz., M/s Gravita Metals, M/s Gravita Metal Inc, M/s

Gravita Infotech and M/s Recycling Infotech LLP is given below: ( ` in Lacs)


Assets 2,827.33 3,292.08

Liabilities (excluding capital reserves and surplus) 880.68 1,501.55

Claims not acknowledged as debt

Income Tax 382.18 60.59

Excise Duty 874.52 874.52

Note: The Company share of profit/loss from partnership firms is considered in other operating revenue in note 21 above.

Note 30: Derivative Instruments and Unhedged Foreign Currency Exposure

The Company uses forward contracts to hedge its foreign currency exposure. The Company does not enter into any derivative

instruments for trading or speculative purpose. The net value of forward contracts as at March 31, 2016 is ` 1499.74 lacs

(previous year ` Nil lacs).



GRAVITA

98

The year-end foreign currency exposures that have been naturally hedged are given below:


Foreign currency (in lacs)

( ` in lacs) Foreign currency (in lacs)

( ` in lacs)

Payables (including borrowings) $ 19.52 1,294.97 $ 46.86 2,932.88

€ 0.02 1.74 € - -

Receivables (including loans and advances) $ 11.88 787.90 $ 16.18 1,012.80

€ 3.80 285.36 € - -

Unhedged Foreign Currency Exposure$ 7.64 507.07 $ 30.68 1,920.08

€ (3.78) (283.62) € - -

Note 31: Value of Imports Calculated on CIF Basis (` in Lacs)



Raw material and consumables (including stock-in-transit) 13,109.72 14,584.98

Capital goods - -

13,109.72 14,584.98

Note 32: Expenditure in Foreign Currency (` in Lacs)





Others 36.71 32.63

192.37 181.63

Note 33: Earnings in Foreign Currency (` in Lacs)



Export of goods calculated on FOB basis 21,533.41 17,985.01

Interest Income 13.30 45.58

21,546.71 18,030.59



(` in Lacs)


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Note 34: Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

Loans and advances in the nature of loans given to subsidiaries, associates, firms / companies in which Directors are interested:

( ` in Lacs)

Name of the party Relationship Amount outstanding as at

March 31, 2016 #

Maximum balance outstanding during

the year #

Gravita Ghana Limited Subsidiary - 264.45

(264.45) (488.31)

Gravita Senegal SAU Subsidiary - -

(-) (294.49)

Gravita Infotech Limited (Formerly known as M/s Gravita Exim

Limited)

Subsidiary - -

(-) (371.63)

Noble Build Estate Private Limited Subsidiary 200.00 200.00

(200.00) (200.00)

# Excluding interest.

Note 35: Employee Benefits

As per Accounting Standard 15 “Employee benefits”, the disclosures as defined in the Accounting Standard are given below:

Defined Contribution Plans Contribution to Defined Contribution Plans, recognised as expense for the year is as under: ( ` in Lacs)



Employer’s Contribution to Provident Fund 60.15 58.76

Defined Benefit Plan

The employees’ gratuity fund scheme managed by a Trust namely Gravita India Limited Employees Gratuity Trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.

(a) Reconciliation of opening and closing balances of Defined Benefit Obligation ( ` in Lacs)

Gratuity (Funded) Compensated absences (Unfunded)





Defined Benefit obligation at beginning of year

68.56 57.33 27.54 20.44

Current service cost 11.26 12.02 7.54 8.69

Interest cost 5.32 4.44 2.14 1.58

Actuarial (gain) / loss (2.92) (1.50) 1.53 1.72

Benefits paid (9.30) (3.73) (11.58) (4.89)

Defined Benefit obligation at year

end

72.92 68.56 27.17 27.54



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100

(b) Reconciliation of opening and closing balances of fair value of Plan Assets (` in Lacs)

Gratuity (Funded)



Fair value of Plan assets at beginning of year 28.66 30.20

Expected return on Plan Assets 2.08 2.19

Actuarial gain / (loss) (0.24) -

Employer’s contribution - -

Benefits paid (9.30) (3.73)

Fair value of Plan Assets at year end 21.20 28.66

Actual return on Plan Assets 1.82 2.19

(c) Reconciliation of fair value of assets and obligations (` in Lacs)






Fair value of Plan Assets 21.20 28.66 - -

Present value of obligation 72.92 68.56 27.17 27.54

Liability /(Asset) recognised in Balance

Sheet

51.72 39.90 27.17* 27.54*

* Represents long-term and short-term provision for deferred compensated absences and does not include ` 6.59 lacs (previous

year ` 1.69 lacs) payble in cash in the subsequent year.

(d) Expenses recognised during the year (` in Lacs)


For the year ended March 31,

2016


2015


2016


2015


Interest cost 5.32 4.44 2.14 1.58

Expected return on Plan Assets (2.08) (2.19) - -

Actuarial (gain) / loss (2.68) (1.50) 1.53 1.72

Net cost in Statement of Profit and Loss 11.82 12.77 11.21 11.99

(e) Investment details

% invested


Insurer-managed funds 100.00 100.00

100.00 100.00




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(f) Experience adjustments (Gratuity (Funded)) # (` in Lacs)






Fair value of plan assets (21.20) (28.66) (30.20) (31.52)

Funded status [Deficit /(Surplus)] 51.72 39.90 27.13 (13.65)

Experience gain /(loss) adjustments on plan liabilities

(2.92) (1.50) (33.49) 17.65

Experience gain /(loss) adjustments on plan assets

0.24 - (3.59) 0.17

# Figures for the financial year 2011-12 are not readily available.

(g) Actuarial assumptions






Mortality table 100% of IALM-2006-08

100% of IALM-2006-08

100% of IALM-2006-08

100% of IALM- 2006-08

Discount rate (per annum) # 8.00% 7.75% 8.00% 7.75%

Rate of escalation in salary (per annum) ##

5.25% 5.00% 5.25% 5.00%

Expected rate of return on plan assets (per annum) ###

7.25% 7.25% N/A N/A

# The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.

## The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

### The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assets management.

Note 36: Details of Borrowing Costs Capitalised (` in Lacs)



Borrowing costs capitalised during the year

as capital work-in-progress 7.38 -

7.38 -

Note 37: Segment Reporting

As per Accounting Standard (AS) 17 “Segment Reporting”, Segment information has been provided under the Notes forming part of the Consolidated Financial Statements.



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102

Note 38: Related Party Transactions

(a) Subsidiaries (including step down subsidiaries)

Name of the Company Country of incorporation

% of holding as at March 31, 2016


Gravita Infotech Limited (Formerly known as M/s Gravita Exim Limited)

India 100.00 100.00

Gravita Ghana Limited Ghana 100.00 100.00

Gravita Mozambique LDA Mozambique 100.00 100.00

Noble Build Estate Private Limited India 100.00 100.00

Gravita Global Pte Limited Singapore 100.00 100.00

Navam Lanka Limited Sri Lanka 52.00 52.00

Gravita Netherlands BV Netherlands 100.00 100.00

Gravita Senegal S.A.U Senegal 100.00 100.00

Gravita Nicaragua S.A. Nicaragua 100.00 100.00

Gravita Trinidad & Tobago Limited # Trinidad & Tobago -

100.00

Gravita Jamaica Limited Jamaica 100.00 100.00

Gravita Ventures Limited (incorporated on November 06, 2015)

Tanzania 100.00 -

Gravita Mauritania # (incorporated on May 05, 2015)

Mauritania -

-

Gravita USA Inc. (incorporated on November 04,

2015)

USA 100.00 -

# Strike off during the year.

(b) Associate

Name of the associate Country of incorporation



Pearl Landcon Private Limited India 25.00 25.00

(c) Partnership firms

Name of the firm Country of incorporation



M/s Gravita Metals India 95.00 95.00

M/s Gravita Metal Inc India 95.00 95.00

M/s Gravita Infotech (Formerly known as M/s Gravita

Technomech)

India 51.00 51.00

Balance portion of share is held by wholly owned subsidiary.

(d) Limited liability partnership firm

Name of the firm Country of incorporation



M/s Recycling Infotech LLP (incorporated on December 2, 2015)

India 51.00 -

Balance portion of share is held by wholly owned subsidiary.




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(e) Key management personnel

Name of the director Designation

Dr. Mahavir Prasad Agarwal Chairman and Whole-Time Director

Mr. Rajat Agrawal Managing Director

Mr. Rajeev Surana (Resigned on March14, 2016) Whole-Time Director

(f) Relatives of key management personnel

Name of the relative Relationship

Mrs. Anchal Agrawal Wife of Mr. Rajat Agrawal

(g) Enterprises having common key management personnel and/or thier relatives

Saurabh Farms Limited

Shah Buildcon Private Limited

Jalousies (India) Private Limited

Devonic Ventures Private Limited

Gravita Impex Pvt Ltd.

(h) Details of related party transactions during the year ended March 31, 2016 (` in Lacs)

(i) Sale /purchase of goods and services

Sale of goods Purchase of goods Amount receivable as at March 31, 2016

Amount payable/ (advance) as at March 31, 2016

Subsidiaries

Gravita Senegal S.A.U 64.52 2,471.33 67.42 (333.23)

(42.13) (2,287.81) (0.27) (82.14)

Gravita Ghana Limited 96.85 3,540.34 0.49 (652.81)

(49.13) (1,853.78) (9.93 ) (-208.21)

Gravita Infotech Limited

(Formerly known as M/s Gravita

Exim Limited)

-

0.64

-

-

(-) (20.38) - -

Navam Lanka Limited 71.12 - 3.03 -

(50.23) (239.23) (1.32) -

Gravita Mozambique LDA 63.98 3,345.82 44.33 279.41

(30.45) (2,111.87) (-) (19.98)

Gravita Global Pte Limited - 16.21 - -

(842.90) (-) (-) (-)

Gravita Nicaragua S.A. - 716.41 - (12.74)

(-) (766.54) (-) (-90.21)

Gravita Trinidad & Tobago

Limited

- - - -

(-) (189.57) (-) (-7.82)



GRAVITA

104

Partnership firms

M/s Gravita Metal Inc 281.20 - 287.55 -

(-) (7.05) (32.21) (-)

M/s Gravita Metals - 45.30 - -

(4,865.11) (-) (-) (-)

M/s Gravita Infotech (formerly known as M/s Gravita Technomech)

- 13.84 - -

(-) (22.70) (-) (-)

577.67 10,149.89 402.82 -719.37

(5,879.95) (7,498.93) (43.73) (-204.12)

(` in Lacs)

(ii) Loans given and repayment thereof (including interest)

Loan given Repayment (including

interest)

Interest income during the year

Amount receivable as at March 31, 2016

(including interest)

Subsidiaries

Gravita Ghana Limited - 306.22 13.30 0.34

(-) (223.46) (32.03) (294.32)

Gravita Senegal S.A.U - - - -

(-) (310.62) (13.65 ) (-)

Gravita Infotech Limited (Formerly

known as M/s Gravita Exim Limited)

- - - -

(-) (425.54 ) (19.23) (-)

Noble Build Estate Private Limited - - 20.06 263.04

(-) (-) (20.04) (244.99)

- 306.22 33.36 263.38

(-) (959.62) (84.95) (539.31)

(` in Lacs)

(iii) Investment and disinvestment For the year ended March 31, 2016


Investment made

in partnership firms

M/s Gravita Infotech (formerly known as M/s Gravita Technomech) (purchase from Rajat Agrawal)

- 0.98

M/s Recycling Infotech LLP 1.02 -

Disinvestment made

in Subsidiaries

Gravita Mozambique LDA ( sold to Gravita Netherlands BV) 124.06 -

Profit on sale of Investment of Gravita Mozambique LDA to Gravita Netherlands BV)

252.98 -

Amount written off

in Subsidiaries

Gravita Energy Limited - 4.95

Gravita Infra Private Limited - 0.60

378.06 6.53




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(` in Lacs)

(iv) Remuneration # For the year ended March 31, 2016


Key management personnel

Mr. Rajat Agrawal 78.00 60.00

Dr. Mahavir Prasad Agarwal 42.00 42.00

Mr. Rajeev Surana (Resigned on March 14, 2016) 28.63 30.00

148.63 132.00

# Does not include provisions for incremental gratuity and leave encashment liabilities, since the provisions are based on actuarial valuations for the Company as a whole.

(` in Lacs)

(v) Other transactions (nature of each transaction is mentioned in brackets)



Subsidiaries

Gravita Infotech Limited (Formerly known as M/s Gravita Exim Limited) (Rent paid)

8.40

8.40

Gravita Ghana Limited (Recovery from subsidiaries on non-fulfillment of contractual obligations)

-

88.05

Gravita Mozambique LDA (Recovery from subsidiaries on non-fulfillment of contractual obligations)

-

89.56

Gravita Senegal SAU (Recovery from subsidiaries on non-fulfillment of contractual obligations)

-

206.83

Gravita Energy Limited (Loans and advances written off) - 2.39

Gravita Infra Private Limited (Loans and advances written off) - 2.52


Mr. Rajat Agrawal (Rent Paid) 30.43 29.70

Relatives of key management personnel

Mrs. Anchal Agrawal (Rent paid) 4.90 2.78

Enterprises having common key management personnel and/or their relatives

Saurabh Farms Limited (Rent paid) 12.83 6.54

Shah Buildcon Private Limited (Rent paid) 2.26 2.06

Jalousies (India) Private Limited (Rent paid) 25.67 6.30

84.49 445.13



GRAVITA

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(` in Lacs)

(vi) Amount recoverable at year end (others) As at March 31, 2016


Subsidiaries

Navam Lanka Limited - 5.79


Gravita Senegal S.A.U. 24.76 5.60



Gravita Netherlands BV - 0.19

Gravita Nicaragua S.A. 1.17 1.09

Gravita USA Inc 0.50 -

Gravita Infotech Limited (Formerly Known as M/s Gravita Exim Limited) 203.10 -

Partnership firms

M/s Gravita Infotech (Formerly known as M/s Gravita Technomech) - 4.71

M/s Recycling Infotech LLP 100.12 -

335.35 43.25

(` in Lacs)

(vii) Amount payable at year end (others) As at March 31, 2016


Subsidiaries

Gravita Infotech Limited (Formerly known as M/s Gravita Exim Limited) - 0.71

Shah Buildcon Pvt Ltd 0.09 -

0.09 0.71

(` in Lacs)

(viii) Guarantees and collateral outstanding at year end As at March 31, 2016


Subsidiaries


Partnership firms

M/s Gravita Metals - 2,275.00

M/s Gravita Metal Inc 600.00 500.00

600.00 3,087.95




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(` in Lacs)

(ix) Investment balances at year end As at March 31, 2016


Gravita Infotech Limited (Formerly known as M/s Gravita Exim Limited) 26.09 26.09


Gravita Mozambique LDA - 124.06

Gravita Global Pte Limited 728.60 728.60

M/s Gravita Metals (fixed and current investments) 997.04 526.08

M/s Gravita Metal Inc (fixed and current investments) 719.94 1,122.90

M/s Gravita Infotech (Formerly known as M/s Gravita Technomech) (fixed and current investments)

47.47

13.71

M/s Recycling Infotech LLP (fixed and current investments) 1.02 -


2,718.78 2,740.06

(` in Lacs)

(x) Loans and advances given and repayment thereof

Loan and advances given Repayment Amount receivable as at Mar 31, 2016

Subsidiaries

Gravita Infotech Limited (Formerly Known as M/s Gravita Exim Limited)

1,223.49 1,020.39 203.10

(22.52) (23.23) (-0.71)

Partnership firms

M/s Recycling Infotech LLP 100.12 - 100.12

(-) (-) (-)

1,323.61 1,020.39 303.22

(22.52) (23.23) (-0.71)

Note:-

Figures in brackets are related to financial year 2014-15.

Year end balances include foreign currency reinstatement, wherever applicable.

Note 39: Leases

The Company has entered into operating lease arrangements for certain facilities and office premises for a period upto 11 months

with the renewal/ termination clauses. Lease payments recognised in the Statement of Profit and Loss for the year are ` 109.44

lacs (previous year ` 77.64 lacs). Details of future minimum lease payments are provided below:

(` in Lacs)



Not later than one year 59.51 62.87

59.51 62.87



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Note 40: Earnings Per Share (EPS) (` in Lacs)



Net profit after tax as per Statement of Profit and Loss attributable to equity shareholders (` in Lacs) (a)

326.56

511.22

Weighted average number of equity shares outstanding during the year (in numbers) (b)

68,311,763 68,214,245

Basic earnings per share of face value ` 2 each (in `) (a)/ (b) 0.48 0.75

Effect of potential dilutive equity shares on employee stock options outstand-ing (in numbers) (c)

664,639 354,024

Weighted average number of equity shares in computing diluted earnings per share (in numbers) [(d) = (b)+(c)]

68,976,402 68,568,269

Diluted earnings per share of face value ` 2 each (in `) (a) / (d) 0.47 0.75

Note 41: In the year 2013-14, the Excise Department, under the provisions of Section 12F of Central Excise Act, 1944, had seized past

books and records of the Company upto February 10, 2014.In this regard, no show cause notice has been received by the

Company till date. The Management is confident that the matter will get resolved in due course and no material liability would arise

on resolution of this matter. The Company is in process to release the books of accounts.

Note 42: The Company has established a comprehensive system of maintenance of information and documents as required by the transfer

pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires such information and documentation

to be contemporaneous in nature, the Company is in the process of updating the documentation of domestic and international

transactions with the associated enterprises during the financial year and expects such records to be in existence latest by November

30, 2016. The Management is of the opinion that its international and domestic transactions are at arm’s length so that the

aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of

provision for taxation.

Note 43: Corporate Social Responsibility Expenditure (a) Gross amount required to be spent by the company during the year ` 24.89 lacs

(b) Amount spent during the year on :

(i) Construction/acquisition of any asset ` Nil

(ii) On purposes other than (i) above ` 4.45 lacs

Note 44:The Company does not have any long-term contracts including derivative contracts for which there are any material foreseeable

losses.

Note 45: There are no amounts which are required to be transferred to the Investor Education and Protection Fund.

Note 46:During the year, the Company has sold and realised its investments in a wholly owned subsidiary Gravita Mozambique LDA to a

wholly owned subsidiary Gravita Netherlands BV at a profit of ` 252.98 lacs.




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Note 47: Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification /

disclosure. For and on behalf of the Board of Directors

Rajat Agrawal Dr. M. P. Agarwal (Managing Director) (Chairman) Place: Jaipur Sunil Kansal Leena Jain Date: May 14, 2016 (Chief Financial Officer) (Company Secretary)



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110

Independent Auditor’s Report

To

The Members of


Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of GRAVITA INDIA LIMITED (hereinafter referred to as “the Holding Company”), its subsidiaries and partnership firms (the Holding Company, its subsidiaries and partnership firms together referred to as “the Group”), and its associate, comprising of the Consolidated Balance Sheet as at March 31, 2016, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its associate in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 of the Act, as applicable. The respective Board of Directors of the Companies included in the Group and of its associate are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material mis-statement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.


Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free from material mis-statement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material mis-statement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group and its associate as at March 31, 2016, and their consolidated profit and their consolidated cash flows for the year ended on that date.

Other Matters

a) We did not audit the financial statements of 12 subsidiaries and 3 partnership firms, whose financial statements reflect total assets of ` 8,658.59 lacs as at March 31, 2016, total revenues of ̀ 8,951.53 lacs and net cash flows amounting to ` 254.96 lacs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and partnership firms, is based solely on the reports of other auditors.

b) We did not audit the financial statement of a partnership


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firm whose financial statements reflect total assets of ` 102.10 lacs as at March 31, 2016, total revenues of ` Nil and net cash flows amounting to ` 102.10 lacs for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of net profit of ` 0.22 lac for the year ended March 31, 2016, as considered in the consolidated financial statements, in respect of an associate, whose financial statements have not been audited by us. These financial statements are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these partnership firm and associate, is based solely on such unaudited financial statements. In our opinion and according to the information and explanations given to us by the Management, these financial statements are not material to the Group.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements certified by the Management

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with Accounting Standards prescribed under Section 133 of the Act, as applicable.

e) On the basis of the written representations received from the Directors of the Holding Company as on March 31, 2016 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary Company incorporated in India, none of the Directors of the

Group Companies is disqualified as on March 31, 2016 from being appointed as a Director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our Report in “Annexure A”, which is based on the auditors’ reports of the Holding company and subsidiary Companies incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Holding Company and subsidiary Companies incorporated in India internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group and its associate- Refer Note 27 to the consolidated financial statements;

ii. The Group and its associate did not have any long term contracts including derivative contracts for which there were any material foreseeable losses- Refer Note 35 to the consolidated financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company and its subsidiary Company -Refer Note 36 to the consolidated financial statements.

For DELOITTE HASKINS & SELLSChartered Accountants


Sd/-

Vijay Agarwal (Partner)


Place: Jaipur

Date: May 14, 2016

GRAVITA

112

Annexure “A” To The Independent Auditor’s Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date).

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Compa-nies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2016, we have audited the internal financial controls over financial reporting of Gravita India Limited (hereinafter referred to as “the Holding Company”) and its subsidiary Companies which are Companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company and its subsidiary Companies, which are Companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material mis-statement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary Companies which are Companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of Management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.


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Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material mis-statements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations given to us, the Holding Company and its subsidiary Companies which are Companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to two subsidiary Companies, is based on the corresponding reports of the auditors of such Companies incorporated in India.




Sd/-

Vijay Agarwal

(Partner)


Place: Jaipur

Date: May 14, 2016

GRAVITA

114

Consolidated Balance Sheet as at March 31, 2016

(` in Lacs)

Notes As at March 31, 2016


Equity and Liabilities Shareholders’ funds Share capital 2 1,367.36 1,365.09 Reserves and surplus 3 10,548.77 10,237.12

11,916.13 11,602.21 Minority Interest 498.10 743.76 Non-current liabilities Long-term borrowings 4 629.33 146.77 Deferred tax liabilities (net) 5 10.56 10.56 Long-term provisions 6 113.09 98.36

752.98 255.69 Current liabilities Short-term borrowings 7 9,176.15 9,399.91 Trade payables Outstanding other than micro and small enterprises 8 818.80 1,304.04 Other current liabilities 9 593.07 1,457.78 Short-term provisions 10 220.75 251.44

10,808.77 12,413.17 TOTAL 23,975.98 25,014.83 AssetsNon-current assets Fixed assets 11 Tangible assets 5,232.00 5,241.53 Intangible assets 160.38 146.94 Capital work-in-progress 1,541.91 613.84

6,934.29 6,002.31 Non-current investments 12 4.39 4.17 Deferred tax assets (net) 5 197.21 197.21 Long-term loans and advances 13 577.05 392.16 Other non-current assets 14 413.89 652.56

8,126.83 7,248.41Current assets Inventories 15 7,538.66 8,945.75 Trade receivables 16 2,955.91 2,654.58

Cash and cash equivalents 17 859.30 668.01

Short-term loans and advances 18 4,429.83 4,916.06 Other current assets 19 65.45 582.02

15,849.15 17,766.42 TOTAL 23,975.98 25,014.83 See accompanying notes forming part of the consolidated financial statements

1 – 38


For Deloitte Haskins & Sells For and on behalf of the Board of DirectorsChartered Accountants

Vijay Agarwal Rajat Agrawal Dr. M. P. Agarwal Partner (Managing Director) (Chairman)

Place: Jaipur Sunil Kansal Leena Jain Date: May 14, 2016 (Chief Financial Officer) (Company Secretary)


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Consolidated Statement of Profit and Loss for the year ended March 31, 2016

(` in Lacs)

Notes For the year ended March 31, 2016


Income Revenue from operations (gross) 20 45,133.83 52,825.47 Less : Excise duty 2,014.25 2,696.93 Revenue from operations (net) 43,119.58 50,128.54

Other income 21 420.48 463.27

Total revenue (I) 43,540.06 50,591.81 Expenses Cost of materials consumed 22 30,952.69 40,068.46

Purchase of stock-in-trade (traded goods) 4,034.54 3,394.84 Changes in inventories of finished goods, work-in-progress and stock-in-trade 23 797.27 (944.05)

Employee benefits expenses 24 2,457.51 2,515.10

Finance costs 25 756.86 987.69

Depreciation and amortisation expenses 11 670.91 636.25

Other expenses 26 3,274.61 3,211.08

Total expenses (II) 42,944.39 49,869.37

Profit Before Tax (I-II) 595.67 722.44

Less: Tax expense

Current tax 51.91 113.24 Excess provision for tax relating to earlier years written back (4.31) (36.93)

Net current tax expense 47.60 76.31

Deferred tax benefit - (312.34) Net tax expense 47.60 (236.03)

Profit After Tax Before Share of Profit of Associate and Minority Interest 548.07 958.47

Add: Share in profit of associate 0.22 2.26

Less: Minority interest 111.26 298.87

Profit After Tax 437.03 661.86

Earnings per share of face value of ` 2 each 33 Basic (in `) 0.64 0.97

Diluted (in `) 0.63 0.96

See accompanying notes forming part of the consolidated

financial statements

1 – 38





Place: Jaipur Sunil Kansal Leena Jain Date: May 14, 2016 (Chief Financial Officer) (Company Secretary)

GRAVITA

116

Consolidated Cash Flow Statement for the year ended March 31, 2016

(` in Lacs)



A. Cash flow from Operating Activities

Profit before tax, share of profit of associates and minority interest

595.67 722.44

Adjustments for:

Depreciation and amortisation expenses 670.91 636.25

Provision for doubtful trade receivables written back - (10.35)

Written off/ provision for doubtful trade receivables, loans and advances

240.07 102.70

Provision for loss on sale of fixed asset 52.29 43.04


- (148.16)

Profit on sale of assets (2.10) (5.45)

Loss on fixed assets discarded/ sold 64.69 43.00

Expense on employee stock option (ESOP) scheme 66.31 25.51


Loans & advances written off 11.74 -

Foreign currency translation reserve (22.42) (74.30)

Interest income (68.80) (94.99)

1,769.55 1,504.94

Operating profit before working capital changes

Changes in working capital

Adjustments for (increase) / decrease in operating assets:

Inventories 1,407.09 (2,717.00)

Trade receivables (301.33) 1,644.76

Short-term loans and advances 246.16 (1,714.32)

Long-term loans and advances (41.05) (72.77)

Other current assets (15.35) 28.91

Adjustments for increase / (decrease) in operating liabilities:

Long-term provisions 14.73 14.03

Trade payables (485.24) 506.30

Other current liabilities (177.22) 180.16

Short-term provisions 4.84 9.13

652.63 (2,120.80)

Cash generated from operations 3,017.85 106.58

Net income tax paid 128.77 133.69

Net cash flow from operating activities (A) 2,889.08 (27.11)


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B. Cash flow from Investing Activities

Capital expenditure on fixed assets, including capital advances

(1,885.00) (453.20)

Proceeds from sale of fixed assets 525.43 91.08

Proceeds from non current fixed deposits 238.67 38.35

Bank balances not considered as cash and cash equivalents (placed/ matured) (1.90) 0.03

Interest income 86.09 86.52

Net cash flow used in investing activities (B) (1,036.71) (237.22)

C. Cash flow from Financing Activities

Proceeds from issue of equity shares 2.27 1.59

Proceeds from long-term borrowings 720.50 45.47

Repayment of long-term borrowings (886.21) (637.42)

Proceeds from short-term borrowings (net) - 2,713.01

Repayment of short-term borrowings (223.76) -

Finance costs (756.47) (1,005.92)

Dividend paid (including paid to minority shareholders and tax on dividend)

(519.31) (537.74)

Net cash flow (used in)/ from financing activities (C) (1,662.98) 578.99

Net increase in cash and cash equivalents (A+B+C) 189.39 314.66

Cash and cash equivalents at the beginning of the year 665.23 350.57

Cash and cash equivalents at the end of the year (refer note 17) 854.62 665.23





Sunil Kansal Leena Jain (Chief Financial Officer) (Company Secretary)

Place: Jaipur Date: May 14, 2016

Consolidated Cash Flow Statement [contd.] for the year ended March 31, 2016

(` in Lacs)

GRAVITA

118

Notes forming part of the Consolidated Financial Statements for the year ended March 31, 2016

Corporate information

Gravita India Limited (‘the Company’) is a public Company incorporated under the provisions of the Companies Act, 1956. The Consolidated Financial Statements relate to the Company, its subsidiary companies, subsidiary partnership firms and Group’s share of profit / loss in its associate (together ‘the Group’). Their business operations currently encompass three business areas – Lead processing, trade (Lead products and Aluminum scrap) and dealings in Lead and Turn-key Lead Recycling projects. The Group carry out smelting of Lead Battery Scrap / Lead Concentrate to produce secondary Lead metal, which is further transformed into Pure Lead, specific Lead Alloy, Lead Oxides (Lead Sub-Oxide, Red Lead and Litharge) and Lead products like Lead Sheets, Lead Powder, Lead Shot, etc. The Group has Lead processing units in India and Abroad.

Note 1: Significant Accounting Policies

a) Basis of accounting and preparation of Consolidated Financial Statements

The Consolidated Financial Statements of the Group have been prepared in accordance with the Generally Accepted Account-ing Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, as applicable. The Consolidated Financial Statements have been prepared on accrual basis under the historical cost. The accounting policies adopted in the preparation of the Consolidated Financial Statements are consistent with those followed in the previous year.

b) Principles of Consolidation

The Consolidated Financial Statements have been prepared on the following basis:

(i) The financial statements of the subsidiary companies and associate used in the consolidation are drawn upto the same reporting date as that of the Company i.e., March 31, 2016. These have been consolidated based on latest available financial statements.

(ii) The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding together like items of assets, liabilities, income and expenses, after eliminating intra-group balances, intra-group transactions and resulting unrealised profits or losses, unless cost cannot be recovered.

(iii) The Consolidated Financial Statements include the share of profit / loss of the associate company which have been accounted for using equity method as per Accounting Standard 23 “Accounting for Investments in Associates in Consol-idated Financial Statements”. Accordingly, the share of profit/ loss of the associate company (the loss being restricted to the cost of investment) has been added to / deducted from the cost of investments.

(iv) The excess of cost to the Group of its investments in the subsidiary companies over its share of equity of the subsidiary companies, at the dates on which the investments in the subsidiary companies were made, is recognised as ‘Goodwill’ being an asset in the Consolidated Financial Statements and is tested for impairment on annual basis. Alternatively, where the share of equity in the subsidiary companies as on the date of investment is in excess of cost of investments of the Group, it is recognised as ‘Capital Reserve’ and shown under the head ‘Reserves & Surplus’, in the Consolidated Financial Statements. The ‘Goodwill’ / ‘Capital Reserve’ is determined separately for each subsidiary company and such amounts are not set off between different entities.

(v) Goodwill arising on the acquisition of a foreign entity is translated at the closing rate in case of non-integral operations and by using the exchange rate at the date of the investment in case of integral operations. Capital reserve is translated at the exchange rate on the date of investment and should not be restated as at the year end, even if the operations are non-integral.

(vi) Minority Interest in the net assets of the consolidated subsidiaries consist of the amount of equity attributable to the minority shareholders at the date on which investments in the subsidiary companies were made and further movements in their share in the equity, subsequent to the dates of investments. Net profit / loss for the year of the subsidiaries attributable to minority interest is identified and adjusted against the profit after tax of the Group in order to arrive at the income attributable to shareholders of the Company.

(vii) The difference between the cost of investment in the associate and the share of net assets at the time of acquisition of shares in the associate is identified in the Consolidated Financial Statements as Goodwill or Capital reserve as the case may be.

(viii) Goodwill arising on consolidation is not amortised but tested for impairment.

(ix) Following subsidiary companies and associate have been considered in the preparation of the Consolidated Financial Statements:

http://www.gravitaindia.com/lead-metal.html



http://www.gravitaindia.com/lead-alloys.html

http://www.gravitaindia.com/leadproducts.html

http://www.gravitaindia.com/leadsheets.html

http://www.gravitaindia.com/leadpipe.html

http://www.gravitaindia.com/Lead.html


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Notes forming part of the Consolidated Financial Statements [contd.] for the year ended March 31, 2016

S. No.

Name of the subsidiary % of holding as at March 31, 2016


1 Gravita Infotech Limited (Formerly known as Gravita Exim Limited) 100.00 100.00

2 Gravita Ghana Limited 100.00 100.00

3 Gravita Mozambique LDA 100.00 100.00

4 Noble Build Estate Private Limited 100.00 100.00

5 Gravita Global Pte Limited 100.00 100.00

6 Navam Lanka Limited 52.00 52.00

7 Gravita Netherlands BV 100.00 100.00

8 Gravita Senegal S.A.U 100.00 100.00

9 Gravita Nicaragua S.A. 100.00 100.00

10 Gravita Trinidad & Tobago Limited (Struck off during the year) - 100.00

11 M/s Gravita Metals 100.00 100.00

12 M/s Gravita Metal Inc 100.00 100.00

13 M/s Gravita Infotech (Formerly known as M/s Gravita Technomech) 100.00 51.00

14 Recycling Infotech LLP (Incorporated on December 2, 2015) 100.00 -

15 Gravita Jamaica (Investment made in the current year) 100.00 -

16 Gravita USA Inc (Incorporated on November 4, 2015) 100.00 -

17 Gravita Ventures Limited (Incorporated on November 6, 2015) 100.00 -

S.No.

Name of the associate % of holding as at March 31, 2016


1 Pearl Landcon Private Limited 25.00 25.00

(x) The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented to the extent possible, in the same manner as the Company’s separate financial statements.

c) Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the Consolidated Financial Statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

d) Inventories

Inventories are valued at the lower of cost (moving weighted average basis) and the net realisable value after providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include appropriate proportion of overheads and where applicable, excise duty.

e) Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Group are segregated based on the available information.

f) Cash and Cash Equivalents (for purposes of Cash Flow Statement)

Cash comprises cash in hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

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g) Fixed Assets (Tangible / Intangible)

Fixed assets are carried at cost less accumulated depreciation / amortisation and impairment losses, if any. The cost of fixed assets comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use. Gains or losses arising from de-recognition of fixed assets are measured as the difference between net disposal proceeds and the carrying amount of the asset and are recognised in the consolidated statement of Profit and Loss when the asset is derecognised.

Fixed assets retired from active use and held for sale are stated at the lower of their net book value and net realisable value and are disclosed separately under other current assets.

Capital work-in-progress:

Assets are not ready for their intended use and other capital work-in-progress are carried at cost, comprising direct cost and related incidental expenses.

h) Depreciation and Amortisation

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.

Depreciation on tangible fixed assets of the Company, its Indian subsidiaries and associate has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of the following categories of assets:

(i) Assets costing up to ` 5,000/- are fully depreciated in the year of acquisition.

(ii) Leasehold land and leasehold improvements are amortised over the primary period of lease.

Depreciation on the tangible fixed assets of the Company’s foreign subsidiaries has been provided on straight-line method as per the useful life permissible under applicable local laws.

Intangible assets are amortised over their useful life of 5 years.

i) Revenue Recognition

Revenue from Operations:

- Sale and operating income includes sale of products, services, profit from partnership firms, income from job work services, export incentives, etc.

- Sale of goods are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of ownership to the buyer. Sales include excise duty but exclude sales tax and value added tax.

- Sale of services are recognised when services are rendered and related costs are incurred.

- Profit from partnership firms which are in the same line of operation is considered as operating Income.

- Revenue from job work services is recognised based on the services rendered in accordance with the terms of contracts.

- Export benefits are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same.

Other Income:

- Interest income is recognised on time proportion basis taking into account the amount outstanding and the rate applicable.

- Dividend income is recognised when right to receive is established.

- Rent income is booked as per terms of contracts.


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j) Foreign Currency Transactions and Translations

Initial Recognition:

Company: Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on the date of the transaction or at rates that closely approximate the rate at the date of the transaction.

Integral foreign operations: Transactions in foreign currencies entered into by the Company’s integral foreign operations are accounted at an average exchange rate prevailing during the year.

Non-integral foreign operations: Transactions of non-integral foreign operations are translated at an average exchange rate prevailing during the year.

Translations:

Company: Foreign currency monetary items of the Company, outstanding at the Balance Sheet date are re-stated at the year-end rates. Non-monetary items of the Company are carried at historical cost.

Integral foreign operations: Foreign currency monetary items of the Company’s integral foreign operations outstanding at the Balance Sheet date are re-stated at the year-end rates. Non-monetary items of the Company’s integral foreign operations are carried at historical cost.

Non-integral foreign operations: All assets and liabilities of non-integral foreign operations are translated at the year-end rates.

Treatment of Exchange Differences:

Company: Exchange differences arising on settlement / re-statement of short-term foreign currency monetary assets and liabilities of the Company are recognised as income or expense in the Consolidated Statement of Profit and Loss.

Integral foreign operations: Exchange differences arising on settlement / re-statement of short-term foreign currency monetary assets and liabilities of the Company’s integral foreign operations are recognised as income or expense in the Consolidated Statement of Profit and Loss.

Non-integral foreign operations: The exchange differences relating to non-integral foreign operations are accumulated in a “Foreign currency translation reserve” until disposal of the operation, in which case the accumulated balance in “Foreign currency translation reserve” is recognised as income / expense in the same period in which the gain or loss on disposal is recognised.

k) Investments

Long-term investments are carried individually at cost less provision for diminution, other than temporary, in the value of such investments. Current investments are carried individually, at the lower of cost and fair value. Cost of investments includes acquisition charges such as brokerage, fees and duties.

l) Employee Benefits

Employee benefits include Provident Fund, Employee State Insurance Scheme, Gratuity Fund and compensated absences.


The group’s contribution to Provident Fund and Employee State Insurance Scheme are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

Defined Benefit Plans

For defined benefit plans in the form of Gratuity Fund, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in the Consolidated Statement of Profit and Loss in the period in which they occur. Past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the schemes.

GRAVITA

122


Short-Term Employee Benefits

The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees render the service. These benefits include performance incentive and compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service.

The cost of short-term compensated absences is accounted as under:

a. In case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and

b. In case of non-accumulating compensated absences, when the absences occur.

Long-Term Employee Benefits

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the Balance Sheet date less the fair value of the plan assets out of which the obligations are expected to be settled.

m) Leases

Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease rentals under operating leases are recognised in the Consolidated Statement of Profit and Loss on a straight-line basis over the lease term.

n) Earnings Per Share

Basic earnings per share is computed by dividing the profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

o) Employee Share Based Payments

Equity settled stock options granted under “Gravita Employee Stock Option Scheme” are accounted for under the intrinsic value method as per the accounting treatment prescribed by Employee Stock Option Scheme and Employee Stock Purchase Guidelines, 1999, issued by Securities and Exchange Board of India and the Guidance Note on Employee Share based Payments issued by the Institute of Chartered Accountants of India.

p) Borrowing Costs

Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Consolidated Statement of Profit and Loss over the tenure of the loan. Borrowing costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activities relating to construction of the qualifying asset upto the date of capitalisation of such asset are added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the consolidated statement of Profit and Loss during extended periods when active development activity on the qualifying assets is interrupted.

q) Segment Reporting

The Group identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit / loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.

The accounting policies adopted for segment reporting are in line with the accounting policies of the Group. Segment revenue,


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segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment.

Inter-segment revenue is accounted on the basis of transactions which are primarily determined based on market / fair value factors.

Revenue, expenses, assets and liabilities which relate to the Group as a whole and are not allocable to segments on reasonable basis have been included under ‘unallocated revenue / expenses / assets / liabilities.

r) Taxes on Income

Current tax is determined on the basis of taxable income and tax credits computed for each of the entities in the Group in accordance with the applicable tax rates and the provisions of applicable tax laws of the respective jurisdictions where the entities are located.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the entity will pay normal income tax. Accordingly, MAT is recognised as an asset in the Consolidated Balance Sheet when it is probable that future economic benefit associated with it will flow to the entity.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabosrbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. However, if there are unabsorbed depreciation and carry forward of losses and items relating to capital losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that there will be sufficient future taxable income available to realise the assets. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the entity has a legally enforceable right for such set off. Deferred tax assets are reviewed at each Balance Sheet date for their realisability.

The Group offsets deferred tax assets and deferred tax liabilities, and advance income tax and provision for tax, if it has a legally enforceable right and these relate to taxes in income levies by the same governing taxation laws.

s) Impairment of Assets

The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment. If any indication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset in earlier accounting periods no longer exists or may have decreased such reversal of impairment loss is recognised in the Consolidated Statement of Profit and Loss.

t) Provisions and Contingencies

A provision is recognised when group has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the balance sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are not recognised in the consolidated financial statements.

u) Derivatives and Commodity Hedging Transactions

In order to hedge its exposure to foreign exchange and commodity price risks, the group enters into forward, option, and other derivative financial instruments. The group neither holds nor issues any derivative financial instruments for speculative purposes.

Derivative financial instruments are initially recorded at their fair value on the date of the derivative transaction and are re-measured at their fair value at subsequent Balance Sheet dates.

v) Operating Cycle

Based on the nature of products / activities of the group and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the group has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.


GRAVITA

124

Note 2: Share Capital (` in Lacs)

As At March 31, 2016


Authorised share capital

75,000,000 (Previous year 75,000,000) equity shares of ` 2 each 1,500.00 1,500.00

Issued, subscribed and paid up capital

68,368,099 (Previous year 68,254,578) equity shares of ` 2 each fully paid up

1,367.36 1,365.09

1,367.36 1,365.09

Notes:

a) Reconciliation of the number of shares outstanding at the beginning and at the end of the year:

Equity Shares As at March 31, 2016 As at March 31, 2015

Number of shares

(` in Lacs) Number of shares

(` in Lacs)

At the beginning of the year 68,254,578 1,365.09 68,175,166 1,363.50

Add: Issued during the year - ESOP 113,521 2.27 79,412 1.59

Outstanding at the end of the year 68,368,099 1,367.36 68,254,578 1,365.09

b) Terms /rights attached to equity shares

The Company has only one class of shares referred to as equity shares having a face value of ` 2 per share. Each equity

share holder is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The final dividend

proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting,

except in the case of interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the

Company, after distribution of all preferential amounts.

c) Details of shareholders holding more than 5% equity shares in the Company


Name of the shareholders No. of shares held

% holding No. of shares held

% holding

Mr. Rajat Agrawal 32,677,725 47.80 32,677,725 47.88

Dr. M. P. Agarwal 13,673,325 20.00 13,673,325 20.03

Smt. Shashi Agarwal 3,674,700 5.37 3,674,700 5.38

d) Shares reserved for issuance under options

The members of the Company at its Annual General Meeting held on July 27, 2011 had approved the issue of Stock Options

to eligible employees/Directors of the Company and its subsidiaries. Accordingly, the Board at their meeting held on August

10, 2011 approved the “Gravita ESOP 2011” Scheme. A Compensation Committee was formed to govern the Gravita ESOP

2011 Scheme which has approved first, second, third and forth grant of options on September 23, 2011, July 5, 2012, July

1, 2013 and April 1, 2015 respectively. Details are as follows:



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Grant Date September 23, 2011 July 5, 2012 July 1, 2013 April 1, 2015

Grant effective from October 1, 2011 July 5, 2012 July 1, 2013 April 1, 2015

Exercisable period 5 years 5 years 5 years 5 years

Option Granted 400,380 31,000 368,500 500,000

Exercise price ` 2 per share ` 2 per share ` 2 per share ` 2 per share

Movement in stock options:


Options outstanding at the beginning of the year 56,972 19,250 298,325 -

(137,229) (24,750) (353,500) (-)

New options issued during the year - - - 500,000

(-) (-) (-) (-)

Options exercised during the year 73,421 8,250 31,850 -

(56,737) (5,500) (17,175) (-)

Lapsed/ forfeited during the year (17,389) - 6,800 47,500

(23,520) (-) (38,000) (-)

Options outstanding at the end of the year 940 11,000 259,675 452,500

(56,972) (19,250) (298,325) (-)

Note: 3 Reserves and Surplus (` in Lacs)



Securities premium account


Add: Premium on shares issued during the year 75.59 55.45


Share options outstanding account


Add: Amounts recorded on grants /cancellations during the year 66.31 25.51

Less: Transferred to securities premium account on exercise 75.59 55.45


General reserve


Add: Amount transferred from surplus in Statement of Profit and Loss - -


Foreign currency translation reserve (FCTR)


Add/ (less): Effect of foreign exchange rate variations during the year (22.42) (74.30)

Closing balance (16.87) 5.55


GRAVITA

126

Capital reserve on consolidation


Add/ (less): Effect of changes in Group’s interest - -


Surplus in the statement of Profit and Loss


Less: Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life (Net of deferred tax) - 22.93

Add: Profit for the year 437.03 661.86

Less: Appropriations

Proposed final dividend (Amount per share ` 0.20 (previous year ` 0.20))

136.83

136.51

Income tax on proposed final dividend 32.44 27.42


10,548.77 10,237.12

Note 4: Long-Term Borrowings (` in Lacs)

Non-current portion Current Maturities


As AtMarch 31, 2015



Secured

Term loans

Vehicles Loans from Banks # 39.59 24.56 22.29 28.60

Corporate Loan (I and II) # # 589.74 - 71.63 -

Foreign currency loans ### - 122.21 - 713.59

629.33 146.77 93.92 742.19

Less: Amount transferred to other

current liabilities (refer note 9) - - 93.92 742.19

629.33 146.77 - -

Notes:

# Vehicle loan from banks carry interest ranging from 9.57% p.a. to 10.82% p.a. The loans are secured by way of hypothecation of vehicles and repayable in equal monthly instalments over a period of 3 to 5 years.

## Corporate loan-I of ` 372.08 lacs (Previous Year Nil) with currency swing option @ 6months @ LIBOR +3.25% p.a. on fully hedged basis, repayable in 23 quarterly instalments commencing from 31.03.2016 and ending on 30.09.2021. The Company has opted for the currency swing option for ` 380 Lacs only and has converted into loan of equivalent to USD 575,000.

a) First pari-passu charge over the entire current assets of the Company including raw material, stock in process, finished

goods including stocks in transit and those lying in godowns, ports, etc. and book debts (both present and future), along

with other banks.

b) Second charge over the entire fixed assets of the Company both present and future (including Equitable Mortgage (EM) of

properties disclosed under Note-7) excluding vehicles and entire assets situated at Plot No. P.A. 011-66, Light Engineering

Zone, Mahindra World City - Sez, Jaipur and assets of proposed Chittoor plant.


(` in Lacs)


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## Corporate loan II of ` 289.29 lacs (Previous Year Nil) with currency swing option @ 6months @ LIBOR +3.25% p.a. on fully

hedged basis. The company do not opted for currency swing as the last disbursement date was 31st March, 2016. The Rupee loan

carries interest rate 11.95% p.a. The loan is repayable in 23 quarterly instalments commencing from 31.03.2016 and ending on

30.09.2021. The loan is secured by way of following:

a) First pari-passu charge along with other member bank over the entire fixed assets of the company both present and future

(including Equitable Mortgage (EM) of properties disclosed under Note-7) excluding vehicles and entire assets situated at

plot no. P.A. 011-66, Light Engineering Zone, Mahindra World City - Sez, Jaipur and assets of proposed Chittoor plant.

b) First pari-passu charge by way of equitable mortgage of flat no. 203, on second floor in Rajputana Tower situated at plot

no, A-27-B, Tilak Nagar, Shanti Path, Jaipur of Managing Director Mr. Rajat Agrawal.

c) First pari-passu charge by way of equitable mortgage of land and house HIG, SFS Block 3, plot no 90, HIG, Mansarovar,

Jaipur of Gravita Impex Private Limited.

d) Second charge on the entire current assets of the Company, both present and future.

### The Foreign currency loan in the previous year was secured by way of following:

a) Pledge of liquid investments in fixed deposits.

b) Second charge on entire current assets and fixed assets including immovable property of the Company except immovable

property situated at plot no. P.A. 011-066, Light Engineering Zone, Mahindra World, City - SEZ, Jaipur.

c) Mortgage of Flat no. 402 in Gravita Tower, A-27-B, Tilak Nagar, Shanti Path, Jaipur of Managing Director Mr. Rajat

Agrawal.

d) Extension of charge on the fixed assets including immovable property situated at plot no. P.A. 011-066, Light Engineering

Zone, Mahindra World, City - SEZ, Jaipur.

e) Corporate guarantee of M/s Gravita Infotech (formerly known as M/s Gravita Technomech).

f) Personal guarantee of Managing Director Mr. Rajat Agrawal.

Note 5: Deferred Tax Liabilities / (Assets) (` in Lacs)

As At March 31, 2016 As At March 31, 2015

Tax effect of items constituting deferred tax liabilities

Difference between book balance and tax balance of fixed assets 222.80 210.35

Less: Tax effect of items constituting deferred tax assets

Accrued expenses deductible on payments 35.27 32.34

Provision for doubtful receivables, loans and advances 61.02 35.94

Unabsorbed depreciation/ Business losses carried forward # 323.72 339.28

(197.21) (197.21)

Less:- Deferred tax liability (net) related to Gravita Infotech Limited (formerly known as Gravita Exim Limited)

10.56 10.56

(186.65) (186.65)

# The Company has recognized deferred tax assset on unabsorbed depreciation and carried forward business losses based on

management’s estimates and future projections.


GRAVITA

128

Note 6: Long Term Provisions (` in Lacs)




Provision for Gratuity (payable to fund) 65.07 50.88

Others (payable to fund) 18.17 18.34

113.09 98.36

Note 7: Short Term Borrowings (` in Lacs)


Secured

Loans repayable on demand from banks #

Cash credit / overdraft 3,617.35 3,339.57

Packing credit 3,206.10 4,663.68

Foreign currency loans - buyers credit 2,352.70 1,396.66

9,176.15 9,399.91

Notes:

# Loans repayable on demand are secured by way of:

a. First pari-passu charge over the entire current assets of the Company including raw material, stock in process, finished goods

including stocks in transit and those lying in godowns, ports, etc. and book debts (both present and future).

b. First pari-passu charge on the entire fixed assets of the Company both present and future, excluding vehicles and entire assets

situated at Plot No. P.A. 011-66, Light Engineering Zone, Mahindra World City - Sez, Jaipur and assets of proposed Chittoor

plant, but including the following:

i. Flat no. 302, 401, 403 in Gravita Tower, A-27-B, Tilak Nagar, Shanti Path, Jaipur.

ii. Land and building at Jai Chand ka Bas, Diggi Malpura Road, Phagi, Jaipur.

c. First pari-passu charge on the following other assets:

i. Land and house at 3/90, HIG, Mansarovar, Jaipur of Gravita Impex Private Limited (related party).

ii. Flat no. 203 in Gravita Tower, A-27-B, Tilak Nagar, Shanti Path, Jaipur of Managing Director Mr. Rajat Agrawal.

d. Personal guarantee of Managing Director Mr. Rajat Agrawal.

e. Corporate guarantee of M/s Gravita Impex Private Limited (related party), M/s Gravita Infotech Limited and M/s Gravita India

Limited.

f. Mortgage of lease hold rights of Plot no. 25 & 26, SICOP, Industrial Area, Kathua leased in favour of M/s Gravita Metal Inc.

g. Hypothecation of plant & machinery and other fixed assets of M/s Gravita Metal Inc (both present and future).

h. Hypothecation of plant & machinery and other fixed assets of M/s Gravita Metals (both present and future).

i. Hypothecation of stock, book debts of M/s Gravita Metal Inc.

j. Extension of charge over mortgage along with furniture fixture of flat no. 102 in Gravita Tower, A-27-B, Tilak Nagar, Shanti

Path, Jaipur of Gravita Infotech Limited.

k. Primary mortgage over stock, debtors and movable machinery of Navam Lanka Limited, plot no. 27 A, Mirigama EPZ,

Mirigama, Sri Lanka.

l. Primary mortgage over lease hold land and immovable machinery of Navam Lanka Limited, plot no. 27 A, Mirigama EPZ,

Mirigama, Sri Lanka.



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Note 8: Trade Payables (` in Lacs)


Trade payables other than micro and small enterprises (other than acceptances) #

818.80 1,304.04

818.80 1,304.04

# Based on the information available with the Group, no suppliers have been identified, and who are registered under the Micro,

Small and Medium Enterprise Development Act, 2006. Further, the Group has not received any claim of interest from any supplier

under the said Act.

Note 9: Other Current Liabilities (` in Lacs)


Current maturities of long-term debt (refer note 4) 93.92 742.19

Interest accrued but not due on borrowings 8.91 8.52


Unclaimed dividends 2.49 0.59

Other payables

Statutory remittances # 72.36 60.00

Payables on purchase of fixed assets 11.39 52.90

Advance from customers 197.94 387.49

Others 203.87 203.90

593.07 1,457.78

# Includes contribution to Provident Fund and ESI, Withholding Taxes, Sales Tax (including Work Contract Tax), Service Tax and Professional Tax.

Note 10: Short Term Provisions (` in Lacs)




Others (payable to fund) 10.19 11.94

Other provisions

Provision for proposed equity dividend 136.83 136.51

Provision for tax on proposed dividend 27.86 23.20

Provision for taxation (net of advance tax) 35.45 75.96

220.75 251.44


GRAVITA

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.80)

(2.

88)

(31.

85)

(85.

79)

(30.

72)

Goo

dwill

101

.89

-

-

101

.89

4

0.74

1

0.21

-

5

0.95

50.9

4 61

.15

(

101.

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(-)

(

-)

(1

01.8

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(30

.52)

(10

.19)

(-0

.03)

(40

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(61

.15)

(

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hnic

al k

now

how

51

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-

- 5

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51

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-

-

51

.18

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(5

1.18

) (

-)

(-)

(51

.18)

(51.

18)

(-)

(

-)

(5

1.18

) (

-)

(-)

Su

b to

tal (

B)

27

0.71

50

.00

-

320

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123

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36.5

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1

60.3

3

160

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146.

94

Prev

ious

yea

r (2

02.7

2) (

71.4

1)

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5.99

) (2

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(123

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(1

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Cap

ital w

ork-

in-p

rogr

ess

(C)

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-

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Gra

nd to

tal (

A+B

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7,57

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2,19

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6,93

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31

Prev

ious

yea

r (7

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(53

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)(5

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4)(7

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.13)

(1,5

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8)(6

69.3

5) (

40.3

7)(2

,190

.66)

(6,0

02.3

1) (

6,68

1.86

)

# In

clud

es `

Nil

(pre

viou

s ye

ar `

33.

10 la

cs)

adju

sted

from

ope

ning

bal

ance

of r

etai

ned

earn

ings

.

Not

es fo

rmin

g pa

rt o

f the

Con

solid

ated

Fin

anci

al S

tate

men

ts [c

ontd

.] fo

r the

yea

r end

ed M

arch

31,

201

6

Not

e 11

: Fix

ed A

sset

s

(` in

Lac

s)


131

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ory

Rep

orts

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l Sta

tem

ents

Note 12: Non-Current Investments (At cost as reduced by permanent diminution in value) (` in Lacs)



Trade

Investment in associates (unquoted)

Pearl Landcon Pvt. Ltd.

(5,000 (previous year 5,000) equity shares of ` 10.00 each fully paid up) 4.33 4.11

Other investments (unquoted)

National saving certificates pledged with Government Authorities 0.06 0.06

Aggregate amount of unquoted investments 4.39 4.17

Note 13: Long-Term Loans And Advances (Unsecured, considered good unless otherwise stated) (` in Lacs)




Capital advances 114.92 -

Minimum alternate tax credit entitlement 125.29 125.29

Advance income tax (net of provision for taxation) 173.23 132.57

Duty Paid Under Protest 63.54 63.54


577.05 392.16

Note 14: Other Non-Current Assets (` in Lacs)



Fixed deposits # 413.89 652.56

413.89 652.56

# Represent lien with banks and financial institution and are restricted from being exchanged or used to settle a liability.

Note 15 : Inventories (At lower of cost and net realizable value) (` in Lacs)



Raw material 1,349.29 1,801.39

Goods in transit 1,602.85 1,811.91

2,952.14 3,613.30


Finished goods (other than those acquired for trading) 1,061.23 2,531.47


1,302.16 2,782.76

Stock-in-trade (acquired for trading) 392.55 173.00


793.01 285.17

Stores and spares 412.73 345.38

Consumables 168.24 183.77


194.77 201.30

7,538.66 8,945.75


GRAVITA

132

Note 16: Trade Receivables (` in Lacs)



Trade receivables outstanding for a period exceeding six months from the date they are due for payment


Doubtful 103.27 103.27

287.46 126.75

Less: Provision for doubtful trade receivables 103.27 103.27

184.19 23.48

Other trade receivables


2,771.72 2,631.10

2,955.91 2,654.58

Note 17: Cash And Cash Equivalents ## (` in Lacs)



Cash in hand 40.04 37.28

Remittance in transit/ cheques in hand 72.32 31.30

Balances with banks:

in current accounts 742.26 596.65

in earmarked accounts #


Unclaimed dividend account 2.49 0.59

859.30 668.01

Notes:

# Balances with banks in earmarked accounts include balances that can be utilised only towards settlement of unclaimed dividend/ share application money.

## Of the above, the balances that meet the definition of cash and cash equivalents as per Accounting Standard 3 “Cash Flow Statements” is

854.62 665.23



133

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tem

ents

Note 18: Short-Term Loans and Advances (Unsecured, considered good unless otherwise stated) (` in Lacs)




Advance to vendors


Doubtful 124.10 5.44

2,258.97 2,467.39

Less: Provision for doubtful advances 124.10 5.44

2,134.87 2,461.95


Advance to employees including Imprest 39.61 55.47

Balances with government authorities

Excise refund receivable 852.86 1,014.70

CENVAT credit receivable 681.37 413.32

VAT credit receivable 203.81 556.33

Service Tax credit receivable 121.30 81.15

Export Incentives receivables 2.35 111.67

Interest subsidy receivables 94.03 82.18

1,955.72 2,259.35

Others 0.85 -

4,429.83 4,916.06

Note 19: Other Current Assets (` in Lacs)



Interest accrued but not due on

Deposits 19.00 36.29

Fixed assets held for sale 11.52 526.15 Others 34.93 19.58

65.45 582.02

Note 20: Revenue from Operations (` in Lacs)



Sale of products (inclusive of excise duty) (refer note (i)) 44,408.39 51,424.34

Sale of services (Technical consultancy) 79.31 1.29

Other operating revenue (refer note (ii)) 646.13 1,399.84

Revenue from operations (Gross) 45,133.83 52,825.47

Less: Excise duty 2,014.25 2,696.93

Revenue from operations (Net) 43,119.58 50,128.54


GRAVITA

134

Notes:

(i) Sale of products comprises

Manufactured goods 39,690.89 47,425.46

Traded goods 4,717.50 3,998.88

44,408.39 51,424.34

(ii) Other operating revenue comprises

Export incentives 80.93 32.98

Excise incentives (refund) 535.87 1,343.77

Job work income 26.57 16.08

Others 2.76 7.01

646.13 1,399.84

Note 21: Other Income (` in Lacs)



Interest income on:

Bank deposits 58.68 60.09

Income tax refunds 0.01 18.79

Others 10.11 16.11

Profit on sale of fixed assets 2.10 5.45


- 148.16

Provision for doubtful trade receivables written back - 10.35

Net gain on foreign currency transactions and translations 263.60 195.73

Others 85.98 8.59

420.48 463.27

Note 22: Cost of Materials Consumed (` in Lacs)



Raw materials Opening stock 3,613.30 1,857.31 Add: Exchange Rate Variation (2.45) 0.96

3,610.85 1,858.27Add: Purchases 28,513.52 39,815.23 Less: Closing stock 1,349.29 1,801.39 Less: Stock-in-transit 1,602.85 1,811.91

29,172.23 38,060.20 Consumables (including stores and spares) Opening stock 546.68 534.24 Add: Exchange rate variation (2.06) 0.56

544.62 534.80 Add: Purchases 1,843.34 2,020.14 Less: Closing stock 580.97 529.15 Less: Stock-in-transit 26.53 17.53

1,780.46 2,008.26 30,952.69 40,068.46



135

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orts

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tem

ents

Note 23: Changes in Inventories of Finished Goods, Work-in-Progress And Stock-in-Trade (` in Lacs)



Inventories at the end of the year (I)

Finished goods 1,302.16 2,782.76



3,979.02 4,785.77

Inventories at the beginning of the year (II)

Finished goods 2,782.76 2,187.60

Work-in-process 1,717.84 890.52


4,785.77 3,837.20

Add: Exchange rate variation (III) (9.48) 4.52

Decrease/ (increase) ((II) - (I) + (III) 797.27 (944.05)

Note 24: Employee Benefits Expenses (` in Lacs)



Salaries and wages 2,095.40 2,178.74

Contribution to provident fund (refer Note 28) 92.45 87.57

Expense on employee stock option (ESOP) scheme (refer Note 2 (d)) 66.31 25.51

Staff welfare expenses 203.35 223.28

2,457.51 2,515.10

Note 25: Finance Costs (` in Lacs)



Interest expense on:

Borrowings 564.53 883.55

Others # 1.71 3.55

Other borrowing costs 84.58 79.59

Net loss on foreign currency transactions and translation (considered as finance costs)

106.04 21.00

756.86 987.69

# includes interest on delayed payment of income tax ` Nil (previous year ` 0.67 lac).


GRAVITA

136

Note 26: Others Expenses (` in Lacs)



Power and fuel 371.16 317.14

Rent 311.94 260.86

(Decrease)/Increase of excise duty on inventory (13.11) 34.11

Rates and taxes 5.66 5.49

Repairs and maintenance

Plant and machinery 338.96 322.13

Buildings 39.85 65.90

Others 91.09 47.13

Insurance 17.77 18.28

Freight and forwarding 852.77 924.49


Subcontracting /Job Work - 18.16

Legal and professional 145.89 166.16

Rebate and discount 93.36 48.96

Sales commission 46.90 39.24

Advertising and sales promotion 56.73 41.39

Communication 45.60 53.82

Training and recruitment 8.44 10.85

Printing and stationery 8.60 11.54

Donation 15.85 7.69

Payment to auditors#:

To statutory auditors

For audit 18.12 15.96

For limited reviews 9.75 9.75

For other services - 0.45

Reimbursement of expenses 0.30 0.30

To cost auditors

For audit 0.50 0.50

Written off/ provision for doubtful trade receivables, loans and advances 240.07 102.70

Provision for loss on sale of fixed asset 52.29 43.04

Loss on fixed assets discarded/ sold 64.69 43.00

Loans & advances written off 11.74 5.95

Expenditures on Corporate Social Responsibility 4.49 4.79

Bank charges 121.51 63.57

Miscellaneous expenses 75.73 234.16

3,274.61 3,211.08

# includes payment to auditors of subsidiaries companies.



137

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Rep

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tem

ents

Note 27: Contingent Liabilities and Commitments (` in Lacs)


Contingent liabilities

Claims against the group not acknowledged as debt #

Income Tax 453.82 84.30

Excise Duty/Customs Duty/Service Tax 935.83 941.25

Value Added Tax/Central Sales Tax 4.54 4.54

# All the matters are subject to legal proceedings in the ordinary course of business. The legal proceedings, when ultimately concluded, in the opinion of the Management, will not have a material effect on the results of the operations or financial position of the Group.

Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for (` in Lacs)

Tangible assets 13.98 8.54

Note 28: Employee BenefitsAs per Accounting Standard 15 “Employee benefits”, the disclosures as defined in the Accounting Standard are given below


Contribution to Defined Contribution Plans, recognized as expense for the year is as under: (` in Lacs)



Employer’s Contribution to Provident Fund 92.45 87.57

Defined Benefit Plan

Within the Group, the employees’ gratuity fund scheme of the parent company is funded and managed by a Trust namely ‘Gravita India Limited Employees Gratuity Trust’ and gratuity scheme of its subsidiaries is not funded. The scheme is defined as a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognized in the same manner as gratuity.

(a) Reconciliation of opening and closing balances of Defined Benefit Obligation (` in Lacs)

Gratuity (Funded) Compensatory absences (Unfunded)





Defined Benefit obligation at beginning of year

79.54 62.47 31.28 23.73


Interest cost 5.38 4.80 2.17 1.85

Actuarial (gain) / loss (2.75) 2.58 2.09 1.26

Benefits paid (9.30) (3.73) (11.90) (5.28)

Defined Benefit obligation at year end

86.27 79.54 33.68 31.28


GRAVITA

138

(b) Reconciliation of opening and closing balances of fair value of Plan Assets (` in Lacs)

Gratuity (Funded)



Fair value of Plan assets at beginning of year 28.66 39.71

Expected return on Plan Assets 2.08 2.98

Actuarial gain / (loss) (0.24) -

Amount withdrawn - (10.30)

Benefits paid (9.30) (3.73)

Fair value of Plan Assets at year end 21.20 28.66

Actual return on Plan Assets 1.82 2.19

(c) Reconciliation of fair value of assets and obligations (` in Lacs)






Fair value of Plan Assets 21.20 28.66 - -


Liability /(Asset) recognised in Balance Sheet

65.07 50.88 33.68* 31.28*

*Represents long-term and short-term provision for deferred compensated absences and does not include ̀ 6.59 lacs (previous year ` 1.69 lacs) payable in cash in the subsequent year.

(d) Expenses recognized during the year (` in Lacs)


For the year ended

March 31, 2016

For the year ended

March 31, 2015

For the year ended

March 31, 2016

For the year ended

March 31, 2015


Interest cost 5.38 4.80 2.17 1.85

Expected return on Plan Assets (2.08) (2.98) - -

Actuarial (gain) / loss (2.51) 2.58 2.09 1.26

Net cost in Statement of Profit and Loss 14.19 17.82 14.30 12.50

(e) Investment details

% invested



Insurer-managed funds 100.00 100.00

Others - -

100.00 100.00



139

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tem

ents

(f) Experience adjustments (Gratuity (Funded)) # (` in Lacs)

For the year ended

March 31, 2016

For the year ended

March 31, 2015

For the year ended

March 31, 2014

For the year ended

March 31, 2013


Fair value of plan assets (21.20) (28.66) (39.71) (40.30)

Funded status [Deficit /(Surplus)] 65.07 50.88 22.76 (11.54)

Experience gain /(loss) adjustments on plan liabilities

(2.75) 2.58 (41.65) 19.54

Experience gain /(loss) adjustments on plan assets (* represents ` 267)

0.24 * 3.56 0.22

# Figures for the financial year 2011-12 are not readily available.

(g) Actuarial assumption

For the year ended

March 31, 2016

For the year ended

March 31, 2015

For the year ended

March 31, 2016

For the year ended

March 31, 2015

Mortality table 100% of IALM- 2006-08

100% of IALM 2006-08

100% of IALM- 2006-08

100% of IALM 2006-08

Discount rate (per annum) # 8.00% 7.75% 8.00% 7.75%

Rate of escalation in salary (per annum) ##

5.25% 5.00% 5.25% 5.00%

Expected rate of return on plan assets

(per annum) ###

7.25% 7.25% 7.25% NA

# The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.

## The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

### The expected rate of return on plan assets is determined considering several applicable factors, mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Company’s policy for plan assets man-agement.

Note 29: Details of Borrowing Costs Capitalized (` in Lacs)



Borrowing costs capitalized during the year

as capital work-in-progress 7.38 -

7.38 -


GRAVITA

140

(a)

Prim

ary

Segm

ent I

nfor

mat

ion

(` in

Lac

s)

Fo

r th

e Ye

ar e

nded

31s

t Mar

ch, 2

016

For

the

Year

end

ed 3

1st M

arch

, 201

5

Bus

ines

s se

gmen

t:Le

ad

Turn

key

Proj

ects

Alum

iniu

mO

ther

s T

otal

Le

adTu

rnke

y Pr

ojec

tsAl

umin

ium

Oth

ers

Tot

al

Segm

ent R

even

ue (

Net

sal

e/

inco

me

form

eac

h se

gmen

t)38

, 434

.94

632.

13

3,32

9.04

72

3.47

43

,119

.58

48,8

94.9

0 41

6.46

74

1.28

75

.90

50,1

28.5

4

Tota

l Rev

enue

38,4

34.9

4 63

2.13

3,

329.

04

723

.47

43,1

19.5

8 48

,894

.90

416.

46

741.

28

75.9

0 5

0,12

8.54

Segm

ent P

rofit

bef

ore

tax

and

inte

rest

from

eac

h se

gmen

t98

5.82

13

8.69

(2

1.35

)(1

71.1

1)93

2.05

1,

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21

100.

02

(9.5

9)(1

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9)1,

590.

75

Ope

ratin

g Pr

ofit

985.

82

138.

69

(21.

35)

(171

.11)

932.

05

1,60

8.21

10

0.02

(9

.59)

(107

.89)

1,59

0.75

Fina

nce

cost

- -

- -

(75

6.86

)-

- -

- (

987.

69)

Oth

er In

com

e-

- -

-

420.

48

- -

- -

11

9.38

Profi

t on

sale

of i

nves

tmen

ts -

- -

-

- -

- -

-

Inco

me

tax

(exp

ense

s)/ b

enefi

ts -

- -

-

(47

.60)

- -

- -

23

6.03

Prio

r pe

riod

adju

stm

ents

- -

- -

- -

- -

- -

Profi

t aft

er ta

x-

- -

- 54

8.07

-

- -

- 95

8.47

Segm

ent a

sset

s20

,516

.26

1,60

0.97

1,

008.

02

850.

7323

,975

.98

21,9

17.5

7 1,

865.

19

729.

84

502.

23

25,0

14.8

3

Una

lloca

ted

asse

ts -

- -

-

-

- -

- -

-

Tota

l ass

ets

- -

- -

23,9

75.9

8 -

- -

-25

,014

.83

Segm

ent L

iabi

litie

s 1

1,05

4.97

24

5.68

70.7

065

.67

11,4

37.0

2 3,

466.

36

59.3

8 24

3.02

55

.90

3,82

4.66

Una

lloca

ted

liabi

litie

s-

- -

-

124.

73

- -

- -

8,84

4.20

Tota

l Lia

bilit

ies

- -

- -

11,

561.

75

- -

- -

12,

668.

86

Capi

tal E

xpen

ditu

re1,

705.

92

6

.65

-

1

5.99

1,

728.

56

43

2.93

44

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.00

45.5

0

529.

67

Una

lloca

ted

Capi

tal

expe

nditu

re-

- -

-

-

- -

- -

-

Tota

l cap

ital e

xpen

ditu

res

--

--

1,72

8.56

-

- -

-52

9.67

Dep

reci

atio

n an

d am

ortis

atio

n ex

pens

e 6

10.3

2 3

1.79

0.

22

28.5

8 67

0.91

56

9.12

31

.02

0.06

36

.05

636.

25

Loss

on

fixed

ass

ets

disc

arde

d/

sold

64.6

9 -

-

- 64

.69

4

3.00

-

-

- 43

.00

Not

es fo

rmin

g pa

rt o

f the

Con

solid

ated

Fin

anci

al S

tate

men

ts [c

ontd

.] fo

r the

yea

r end

ed M

arch

31,

201

6

Not

e 30

: Se

gem

nt R

epor

ting


141

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orat

e O

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atut

ory

Rep

orts

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tem

ents

(b) Secondary segment information (` in Lacs)

For the Year ended 31st March, 2016 For the Year ended 31st March, 2015

Geographical segment: India Others Total India Others Total

Segment revenue (Net sales/ income from each segment)

18,312.15 24,807.43 43,119.58 22,403.90 27,724.64 50,128.54

Segment assets 16,643.87 7,332.11 23,975.98 18,943.58 6,071.25 25,014.83

Capital expenditures 1,410.64 317.92 1,728.56 509.56 20.11 529.67

Note 31: Related Party Transactions

a) Associates

Name of the associate Country of incorporation % of holding as at March 31, 2016


Pearl Landcon Private Limited India 25.00 25.00

b) Key management personnel

Name of the director Designation

Dr. Mahavir Prasad Agarwal Chairman and Whole-Time Director

Mr. Rajat Agrawal Managing Director

Mr. Rajeev Surana* Whole-Time Director*

Mr. Vijendra Singh Tanwar Director

Mr. Yogesh Malhotra Director

* Resigned on March 14, 2016 as Whole Time Director of Gravita India Limited.

c) Relatives of key management personnel

Name of the relative Relationship

Mrs. Anchal Agrawal Wife of Mr. Rajat Agrawal

d) Enterprises having common key management personnel and/or their relatives

Gravita Impex Private Limited

Saurabh Farms Limited

Shah Buildcon Private Limited

Devonic Ventures Pvt. Ltd.

Jalousies (India) Private Limited

Surana Professional Services Private Limited *

M/s R.Surana & Company *

M/s Surana Associates *

Rajeev Surana HUF *

* Mr. Rajeev Surana resigned on March 14, 2016 as Whole Time Director of Gravita India Limited


GRAVITA

142

(iii) Remuneration # (` in Lacs)

Key management personnel For the year ended March 31, 2016


Mr. Rajat Agrawal 78.00 96.00

Dr. Mahavir Prasad Agarwal 42.00 42.00

Mr. Rajeev Surana * 28.63 30.00

Mr. Vijendra Singh Tanwar 16.89 17.67

Mr. Yogesh Malhotra 20.36 20.81

185.88 206.48

# does not include provisions for incremental gratuity and leave encashment liabilities, since the provisions are based on actuarial valuations for the Company as a whole.

* Resigned on March 14, 2016 from the Whole Time Director of Gravita India Limited

Other transactions (nature of each transaction is mentioned in brackets) (` In Lacs)




Mr. Rajat Agrawal (Rent Paid) 30.43 29.70


Mrs. Anchal Agrawal (Rent paid) 4.90 4.36


Saurabh Farms Limited (Rent paid) 12.86 6.83

Shah Buildcon Private Limited (Rent Paid) 2.26 2.06

Jalousies (India) Private Limited (Rent paid) 25.67 6.30

Amount Written off in Subsidiaries

Gravita Energy Limited - 4.96

Gravita Infra Private Limited - 0.99

76.12 55.20

Amount payable at year end (` In Lacs)




Mr. Rajat Agrawal - 2.63


Mrs. Anchal Agrawal - 0.16


Shah Buildcon Private Limited 0.09 -

0.09 2.79



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Note 32: Leases

The group has entered into operating lease arrangements for certain facilities and office premises for a defined period with a renewal/ termination clauses. Lease payments recognised in the Statement of Profit and Loss for the year are ` 311.94 lacs (previous year ` 260.86 lacs). Details of future minimum lease payments are provided below:

(` In Lacs)



Not later than one Year 300.04 256.02

Later than one year and not later than 5 years 524.75 320.18

Later than 5 years 111.47 179.88

936.26 756.08

Note 33: Earning Per Share (EPS) (` In Lacs)



Net profit after tax as per Statement of Profit and Loss attributable to equity shareholders (` in lacs) (a)

437.03 661.86

Weighted average number of equity shares outstanding during the year (in numbers) (b)

68,311,763 68,214,245

Basic earnings per share of face value ` 2 each (in ` ) (a)/ (b) 0.64 0.97

Effect of potential dilutive equity shares on employee stock options outstanding (in numbers) (c)

664,639 374,547

Weighted average number of equity shares in computing diluted earnings per share (in numbers) [(d) = (b)+(c)]

68,976,402 68,588,792

Diluted earnings per share of face value ` 2 each (in `) (a) / (d) 0.63 0.96

Note 34:In year 2013-14, the Excise Department, under the provisions of Section 12F of Central Excise Act, 1944, had seized past books and records of the Company upto February 10, 2014.In this regard, no show cause notice has been received by the Company till date. The management is confident that the matter will get resolved in due course and no material liability would arise on resolution of this matter. The Company is in process to release the books of accounts.

Note 35: The Group does not have any long-term contracts including derivative contracts for which there are any material foreseeable losses.

Note 36:There are no amounts which are required to be transferred to the Investor Education and Protection Fund.


GRAVITA

144

Note 37: Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial

Statements to Schedule III to the Companies Act, 2013

Name of the entity Net assets, i.e., total assets minus total liabilities

Share of profit/ (loss)

As % of consolidated net

assets

Amount (` in Lacs) As % of consolidated profit or loss

Amount (` in Lacs)

Gravita India Limited (parent company) 36.51% 4,532.89 -90.17% (494.19)

SubsidiariesIndianGravita Infotech Limited (Formerly known as Gravita Exim Limited)

2.19% 271.68 -15.83% (86.77)

Noble Build Estate Private Limited 1.48% 184.01 -0.47% (2.60)

M/s Gravita Metals 10.09% 1,252.56 -2.94% (16.14)

M/s Gravita Metal Inc. 8.48% 1,052.72 126.32% 692.34

M/s Gravita Infotech (Formerly known as M/s Gravita Technomech)

0.47% 58.80 -1.64% (8.97)

Recycling Infotech LLP 0.82% 102.10 -0.01% (0.05)

ForeignGravita Ghana Limited 14.77% 1,833.33 -6.95% (38.07)

Gravita Mozambique LDA 3.99% 495.53 65.40% 358.45

Gravita Global Pte Limited 0.09% 10.57 -1.45% (7.94)

Navam Lanka Limited 8.32% 1,032.70 42.29% 231.79

Gravita Netherlands BV 0.44% 54.45 -10.54% (57.76)

Gravita Senegal S.A.U 6.38% 792.59 8.46% 46.37

Gravita Nicaragua S.A. 5.66% 702.14 -12.30% (67.44)

Gravita Jamaica 0.01% 0.65 0.00% (0.01)

Gravita USA Inc 0.29% 35.67 -0.17% (0.91)

Gravita Ventures Limted 0.02% 1.84 0.00% (0.03)

100.00% 12,414.23 100.00% 548.07Minority interests in all subsidiaries 498.10 111.26

Associates (Investment as per the equity method)Indian Pearl Landcon Private Limited 100.00% 0.22

100.00% 0.22

Note 38: Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.

For and on behalf of the Board of Directors

Rajat Agrawal Dr. M. P. Agarwal

(Managing Director) (Chairman)




Corporate Indetification Number Internal Auditors(CIN) : L29308RJ1992PLC006870 Pro Advisory India LLP

15th Floor, Tower A, DLF Building No.5

Board of Directors & KMP DLF Phase III, DLF Cyber City

Dr. Mahavir Prasad Agarwal Gurgaon - 122002, Haryana, India

Chairman & Whole time Director Website: www.protiviti.in

Rajat Agrawal Cost AuditorsManaging Director M/s K.G. Goyal & Associates

289, Mahveer Nagar-II,Dinesh Kumar Govil Maharani Farms, Durgapura

Director Jaipur - 302018

Yogesh Mohan Kharbanda Registrar & Share Transfer AgentDirector Karvy Computershare Private Limited

Karvy Selenium Tower B, Plot 31-32, Gachibowli, Arun Kumar Gupta Financial District, Nanakramguda, Hyderabad - 500 032Director Phone No. 040-67162222

Website: www.karvy.comChanchal Chadha PhadnisDirector Bankers

State Bank of IndiaNaveen Prakash Sharma State Bank of Bikaner & JaipurPresident & CEO Punjab Natioal Bank

Sunil Kansal Corporate OfficeChief Financial Officer 402, Gravita Tower , A-27-B, Shanti Path,

Tilak Nagar, Jaipur - 302 004, IndiaNitin Gupta Ph.No.:+91-141-262366Company Secretary Fax:+91-141-2621491

Senior Management Personnel Registered Office and WorksVijendra Singh Tanwar “Saurabh” , Chittora Road, Harsulia Mod,Director (New Business Development) Diggi- Malpura Road, Tehsil Phagi, Jaipur - 303 904

Email: [email protected] Pareek [email protected]

Vice President (Sales & Marketing)Other Plant Locations

Yogesh Malhotra Plot No. 322, Mithirohar Industrial Estate, Mithirohar,

Vice President (Operations) Taluka Gandhidham, Gujarat.

Sandeep Choudhary Plot No. PA-011-006, Mahindra SEZ, Village Kalwara,Vice President (Imports) Tehsil Sanganer, Distt. Jaipur.

Sanjay Singh Baid

Vice President (Procurement)

Statutory AuditorsM/S Deloitte Haskins & Sells

7th Floor, Building No.10, Tower B,

DLF Cyber City Complex, DLF Phase II,

Gurgaon - 122 022, Haryana, IndiaWebsite: www.deloitte.com

CorporateInformation



‘Saurabh’, Chittora Road, Harsulia Mod, Diggi- Malpura Road,

Tehsil- Phagi, Jaipur - 303 904, Rajasthan, India

Tel: 09928070682

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